BNSF announces receipt of requisite consents and expiration of consent solicitation for holders of debentures due 2097

Date
Jun 26, 2024

BNSF announces receipt of requisite consents and expiration of consent solicitation for holders of Burlington Northern Santa Fe, LLC’s 7.25% debentures due August 1, 2097

FORT WORTH, TX – Burlington Northern Santa Fe, LLC (“BNSF”) today announced that it has received the Requisite Consents (as defined below) pursuant to the consent solicitation (the “Consent Solicitation”) from holders of record as of 5:00 p.m., New York City time, on June 10, 2024 of its 7.25% Debentures due August 1, 2097 (CUSIP No. 12189TAF1) (the “Debentures”) to terminate, in accordance with its terms, the replacement capital covenant entered into by BNSF (as successor to Burlington Northern Santa Fe Corporation) as of December 15, 2005. The Consent Solicitation expired at 5:00 p.m., New York City time, on Wednesday, June 26, 2024 (the “Expiration Time”).

BNSF received and accepted consents from holders of at least 51% by principal amount of the outstanding Debentures (the “Requisite Consents”) prior to the Expiration Time. In accordance with the terms of the Consent Solicitation and the replacement capital covenant, the termination of the replacement capital covenant was effective upon acceptance by BNSF of the Requisite Consents.

All holders who validly delivered their consents by the Expiration Time will receive a consent fee equal to $10 in cash per $1,000 in principal amount of the Debentures as to which such consents were accepted (the “Consent Fee”). BNSF intends to pay the Consent Fee to eligible holders on Friday, June 28, 2024.

Inquiries may be addressed to the Information and Tabulation Agent for the Consent Solicitation, Global Bondholder Services Corporation, at (212) 430-3774 (banks and brokers) and (855) 654-2015 (toll-free). Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC were the Solicitation Agents for the Consent Solicitation. Questions concerning the terms of the Consent Solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106, or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452.