|
8.375%
Secured Equipment Notes due 2014
|
|
Pricing
Term Sheet dated October 21, 2008 relating to the preliminary Prospectus
Supplement (the “preliminary Prospectus Supplement”) dated October 21,
2008 of CSX Transportation, Inc.
The
information in this Pricing Term Sheet supplements the preliminary
Prospectus Supplement and supersedes the information in the preliminary
Prospectus Supplement to the extent inconsistent with the information in
the preliminary Prospectus Supplement.
Unless
otherwise indicated, terms used but not defined herein have the meaning
assigned to such terms in the preliminary Prospectus
Supplement.
|
|
Issuer:
|
CSX
Transportation, Inc.
|
|
Guarantor:
|
CSX
Corporation
|
|
Security:
|
8.375%
Secured Equipment Notes due 2014
|
|
Principal
Amount:
|
$350,538,000
(all references in the preliminary Prospectus Supplement to $250,438,00
shall be replaced by such principal amount)
|
|
Coupon:
|
8.375%
|
|
Interest
Payment Dates:
|
April
15 and October 15, commencing April 15, 2009
|
|
Principal
Payment Dates:
|
Principal
payments on the Notes will be made in scheduled amounts on selected
payment dates, commencing April 15, 2009 and continuing until October 15,
2014, the final maturity date of the Notes.
|
|
Price
to Public:
|
100.000%
|
|
Benchmark
Treasury:
|
UST
3.125% due September 30, 2013
|
|
Benchmark
Treasury Yield:
|
2.623%
|
|
Spread
to Benchmark Treasury:
|
+575.2
bp
|
|
Yield:
|
8.375%
|
|
Maturity:
|
October
15, 2014
|
|
Average
Life:
|
5.2
years
|
|
Discount
Rate for Calculation of Redemption Premium:
|
Treasury
Rate + 50 bp
|
|
Trade
Date:
|
October
21, 2008
|
|
Expected
Settlement Date:
|
October
24, 2008
|
|
CUSIP:
|
126410
LN7
|
|
CSXT’s
Total Offering Expenses:
|
$350,000
|
|
Anticipated
Ratings of the Notes:
|
A2
(Stable) by Moody’s Investors Service, Inc.
A- (Negative)
by Standard & Poor’s Ratings Services
|
|
Description
of Equipment:
|
The
discussion below sets forth certain information relating to the items of
railroad equipment that will initially secure the Notes (the
“Equipment”).
The
equipment will initially consist of 259 locomotives, including GE CW44AH
locomotives, GE ES44DC locomotives, GE ES44AH locomotives and EMD SD70AC
locomotives. The locomotives were all delivered new to CSX from
the relevant manufacturer in the various years listed in the table
below. The aggregate original purchase price for the locomotive
comprising the Equipment is approximately $488.7 million.
The
Equipment has been categorized into groups (each, an “Equipment Group”)
based on the year of delivery. For purposes of effecting a
partial redemption of the Notes pursuant to the provisions set forth under
the captions “Description of
Notes―Redemption with
Premium” and “Description of
Notes―Redemption at
Par,”
(i) a portion of the aggregate principal amount of Notes offered
hereby has been allocated to each Equipment Group as set forth below and
(ii) a portion of each scheduled installment of principal payable on the
Notes has been allocated to each Equipment Group as set forth in this
Pricing Term Sheet under “Schedule of Payment.”
ipal
amount of Notes for purposes of effecting a partial redemption of the
Notes.
|
|
Aggregate
|
|||||||
|
Allocated
|
|||||||
|
Year
of
|
Principal
Amount
|
||||||
|
Description
|
Delivery
|
Quantity
|
of Notes (1)
|
||||
|
Equipment
Group 1:
|
2002
|
65
|
$66,226,000
|
||||
|
Equipment
Group 2:
|
2004
|
20
|
$23,034,000
|
||||
|
Equipment
Group 3:
|
2005
|
34
|
$39,337,000
|
||||
|
Equipment
Group 4:
|
2007
|
32
|
$48,914,000
|
||||
|
Equipment
Group 5:
|
2008
|
108
|
$173,027,000
|
||||
|
Total
|
259
|
$350,538,000
|
|||||
|
_________
(1) Each
locomotive within a particular Equipment Group will be assumed to have the
same allocated principal amount of Notes for purposes of effecting a
partial redemption of the Notes.
|
|||||||
|
Scheduled
Payments:
|
The
principal amount of the Notes will be payable in installments, in the
amounts and on the dates set forth below. The “pool factor” set
forth below for each payment date represents the remaining unpaid
principal amount of the Notes expressed as a decimal portion of the
original aggregate principal amount, after taking into account the payment
of principal scheduled on that date. The scheduled principal
repayments set forth below may be reduced from time to time if CSXT
redeems any of the Notes prior to their final maturity as described in the
preliminary Prospectus Supplement under the heading “Description of
Notes―Redemption with
Premium” and “Description of
Notes―Redemption at
Par.”
|
|
Regular
Distribution Date
|
Scheduled
Principal
Repayment
|
Pool
Factor
|
|||
|
April
15, 2009
|
$ 13,658,000.00
|
0.96103703
|
|||
|
October
15, 2009
|
$ 0.00
|
0.96103703
|
|||
|
April
15, 2010
|
$ 13,918,000.00
|
0.92133235
|
|||
|
October
15, 2010
|
$ 0.00
|
0.92133235
|
|||
|
April
15, 2011
|
$ 14,347,000.00
|
0.88040384
|
|||
|
October
15, 2011
|
$ 0.00
|
0.88040384
|
|||
|
April
15, 2012
|
$ 14,346,000.00
|
0.83947817
|
|||
|
October
15, 2012
|
$ 0.00
|
0.83947817
|
|||
|
April
15, 2013
|
$ 14,840,000.00
|
0.79714325
|
|||
|
October
15, 2013
|
$ 0.00
|
0.79714325
|
|||
|
April
15, 2014
|
$ 16,531,000.00
|
0.74998431
|
|||
|
October
15, 2014
|
$ 262,898,000.00
|
0.00000000
|
|
Equipment
|
Equipment
|
Equipment
|
Equipment
|
Equipment
|
||||||
|
Payment
Date
|
Group
1
|
Group
2
|
Group
3
|
Group
4
|
Group
5
|
|||||
|
April
15, 2009
|
$3,679,000.00
|
$904,000.00
|
$1,486,000.00
|
$1,718,000.00
|
$5,871,000.00
|
|||||
|
October
15, 2009
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||
|
April
15, 2010
|
3,679,000.00
|
1,164,000.00
|
1,486,000.00
|
1,718,000.00
|
5,871,000.00
|
|||||
|
October
15, 2010
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||
|
April
15, 2011
|
3,679,000.00
|
1,165,000.00
|
1,914,000.00
|
1,718,000.00
|
5,871,000.00
|
|||||
|
October
15, 2011
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||
|
April
15, 2012
|
3,679,000.00
|
1,165,000.00
|
1,914,000.00
|
1,718,000.00
|
5,870,000.00
|
|||||
|
October
15, 2012
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||
|
April
15, 2013
|
3,679,000.00
|
1,165,000.00
|
1,914,000.00
|
2,212,000.00
|
5,870,000.00
|
|||||
|
October
15, 2013
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||
|
April
15, 2014
|
3,679,000.00
|
1,165,000.00
|
1,914,000.00
|
2,213,000.00
|
7,560,000.00
|
|||||
|
October
15, 2014
|
44,152,000.00
|
16,306,000.00
|
28,709,000.00
|
37,617,000.00
|
136,114,000.00
|
|||||
|
Total
|
$66,226,000.00
|
$23,034,000.00
|
$39,337,000.00
|
$48,914,000.00
|
$173,027,000.00
|
|
Joint
Book-Running Managers:
|
Citigroup
Global Markets Inc.
Credit
Suisse Securities (USA) LLC
J.P.
Morgan Securities Inc.
|
|
Senior
Co-Managers:
|
Barclays
Capital Inc.
Deutsche
Bank Securities Inc.
Morgan
Stanley & Co. Incorporated
UBS
Securities LLC
|
|
Co-Managers
|
Mitsubishi
UFJ Securities International plc
Mizuho
Securities USA Inc.
Scotia
Capital (USA) Inc.
|