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UNP > SEC Filings for UNP > Form 8-K on 10-Jan-2014All Recent SEC Filings

Show all filings for UNION PACIFIC CORP

Form 8-K for UNION PACIFIC CORP


10-Jan-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On October 7, 2014, Union Pacific Corporation (the "Company") entered into an Underwriting Agreement for the sale of $300,000,000 in aggregate principal amount of its 2.250% Notes due 2019 (the "2019 Notes"), $400,000,000 in aggregate principal amount of its 3.750% Notes due 2024 (the "2024 Notes"), and $300,000,000 in aggregate principal amount of its 4.850% Notes due 2044 (with the 2019 Notes and the 2024 Notes, the "Notes"). The Company registered the offering of the Notes under the Securities Act of 1933, as amended, pursuant to its shelf registration on Form S-3 (File No. 333-186548). The Notes are issuable pursuant to an Indenture, dated as of April 1, 1999 (herein called the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee.

Attached as Exhibit 1.1 is the Underwriting Agreement (including the Terms Agreement), dated January 7, 2014, between the Company and Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein, pursuant to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes. Also attached as Exhibit 5.1 is an opinion of James J. Theisen, Jr., Associate General Counsel to the Company, regarding certain aspects of the legality of the Notes.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

1.1. Underwriting Agreement (including Terms Agreement), dated January 7, 2014, between the Company and Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the several underwriters relating to the $300,000,000 2.250% Notes due 2019, $400,000,000 3.750% Notes due 2024, and $300,000,000 4.850% Notes due 2044.

4.1. Form of 2.250% Note due 2019.

4.2 Form of 3.75% Note due 2024.

4.3 Form of 4.850% Note due 2044.

5.1. Opinion of James J. Theisen, Jr., Associate General Counsel to the Company regarding certain aspects of the legality of the Notes.

23.1. Consent of James J. Theisen, Jr. (included as part of Exhibit 5.1).


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