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): February 28, 2012
Burlington Northern Santa Fe, LLC
(Exact Name of Registrant as Specified in Its Charter)
(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 February 28, 2012, with J.P. Morgan Securities LLC, Morgan Stanley & Co. 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, $625,000,000 million in aggregate principal amount of 3.05% Debentures due March 15, 2022, and $625,000,000 million in aggregate principal amount of 4.40% Debentures due March 15, 2042, as described in the prospectus supplement dated February 28, 2012, 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 Tenth Supplemental Indenture dated as of March 2, 2012, 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 March 2, 2012.
A copy of the Underwriting Agreement, Tenth 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