A securities class action has been filed against Norfolk Southern on behalf of a “Class” of all persons and entities that purchased or otherwise acquired Norfolk Southern senior notes (the “Senior Notes”) pursuant, or traceable, or both, to the Company’s offering. This case has been filed in the USDC – S.D.N.Y.
On February 4, 2021, Norfolk Southern filed with the SEC a shelf registration statement on Form S-3 ASR (the “2021 Registration Statement”) authorizing the Company to sell various types of securities to public investors, including debt securities. Between 2021 and 2023, Norfolk Southern filed with the SEC five prospectus supplements in connection with the 2021 Registration Statement on Forms 424B5. Pursuant to these prospectus supplements, Norfolk Southern issued seven different Senior Notes for total proceeds of $3.95 billion (the “2021-2023 Offerings”). The “Offerings” include the 2021-2023 Offerings. Likewise, the “Offering Materials” referred to herein include the 2021 Registration Statement and the five related prospectus supplements.
The Offering Materials were negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading, and failed to make necessary disclosures required under the rules and regulations governing its preparation.
The undisclosed adverse facts and circumstances detailed above made an investment in the Senior Notes speculative or risky, and presented known trends, uncertainties, and risks that required disclosure in the Offerings Materials which were not disclosed, including adverse trends and risks related to the safety of Norfolk Southern’s operations.
.As a result of these misleading statements and omissions, the price of the Senior Notes dropped significantly causing hundreds of millions of dollars in damages to holders of the Senior Notes.