BNSF announces modification of consent fee and extension of expiration time with respect to consent solicitation for holders of debentures due 2097

Date
Jun 21, 2024

BNSF announces modification of consent fee and extension of expiration time with respect to 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 is modifying the consent fee (the “Consent Fee”) and extending the expiration time (the “Expiration Time”) for its previously announced 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 Fee for the Consent Solicitation has been modified from $5 to $10 in cash per $1,000 in principal amount of Debentures with respect to which consents are accepted. The Expiration Time for the Consent Solicitation has been further extended to 5:00 p.m., New York City time, on June 26, 2024. Other than the modification to the Consent Fee and the extension of the Expiration Time, the terms of the Consent Solicitation described in the Consent Solicitation Statement (as defined below) remain unchanged. Holders of Debentures who have already validly delivered their consents pursuant to the Consent Solicitation need not take any additional action in order to deliver their consents.

The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated June 11, 2024 (as supplemented by the Company’s press release dated June 17, 2024 and the additional information described above and as may be further amended or supplemented from time to time, the “Consent Solicitation Statement”). BNSF may, in its sole discretion, terminate, further extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement.
Requests for assistance in completing and delivering a consent or requests for additional copies of the Consent Solicitation Statement and other related documents may be obtained by holders of the Debentures from 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 are the Solicitation Agents for the Consent Solicitation. Questions concerning the terms of the Consent Solicitation should 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.

None of BNSF, its board of directors, the Information and Tabulation Agent, the Solicitation Agents, the trustee for the Debentures or any of their respective affiliates makes any recommendation as to whether or not holders of the Debentures should deliver consents to the proposed termination of the replacement capital covenant pursuant to the Consent Solicitation, and no person has been authorized by any of them to make any such recommendation. Each holder of the Debentures must make its own decision as to whether or not to deliver its consent.

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE CONSENT SOLICITATION STATEMENT THAT THE INFORMATION AND TABULATION AGENT HAS DISTRIBUTED TO HOLDERS OF THE DEBENTURES. HOLDERS OF THE DEBENTURES SHOULD READ CAREFULLY THE CONSENT SOLICITATION STATEMENT PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE THAT DOCUMENT CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.