Filed Pursuant to Rule 433
Registration No. 333-231290
November 29, 2021
Burlington Northern Santa Fe, LLC
$625,000,000 2.875% Debentures due June 15, 2052
Final Term Sheet
|Issuer:||Burlington Northern Santa Fe, LLC|
|Ratings (Moodys / S&P)*:||A3 (stable) / AA- (stable)|
|Note Type:||Senior Unsecured Debentures|
|Offering Format:||SEC Registered|
|Trade Date:||November 29, 2021|
|Settlement Date**:||December 8, 2021 (T+7)|
|Maturity Date:||June 15, 2052|
|Principal Amount:||$625,000,000 aggregate principal amount of the 2.875% Debentures due June 15, 2052|
|Benchmark Treasury:||UST 2.000% due August 15, 2051|
|Benchmark Treasury Price / Yield:||102-21 / 1.883%|
|Re-offer Spread:||T + 102 bps|
|Price to Public:||99.435% of the principal amount|
|Coupon Dates:||June 15 and December 15|
|First Coupon Date:||June 15, 2022|
|Make-Whole Call:||T + 20 bps (at any time before December 15, 2051)|
|Par Call:||At any time on or after December 15, 2051|
|Day Count Convention:||30/360|
|Denominations:||$2,000 x $1,000|
|CUSIP / ISIN:||12189L BH3 / US12189LBH33|
|Joint Book-Running Managers:|| |
Barclays Capital Inc.
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
PNC Capital Markets LLC
Siebert Williams Shank & Co., LLC
U.S. Bancorp Investments, Inc.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
We expect to deliver the Debentures against payment therefor in New York City on or about December 8, 2021, which will be the seventh business day following the date of the prospectus supplement and of the pricing of the Debentures. Under Rule 15c6-l of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Debentures on the pricing date or the next four succeeding business days will be required by virtue of the fact that the Debentures initially will settle in seven business days (T+7) to specify alternative settlement arrangements to prevent failed settlement.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 1-888-603-5847, calling Morgan Stanley & Co. LLC at (866) 718-1649 or calling or emailing Wells Fargo Securities, LLC at (800) 645-3751 or email@example.com.
No PRIIPs KID. Not for retail investors in the EEA. No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.