Burlington Northern Santa Fe’s $925 Million Debentures Offering

Baker Botts LLP advised the underwriters on the deal, while Cravath represented Burlington Northern Santa Fe.

Burlington Northern Santa Fe, LLC (the “Company”) priced a public offering of $925 million aggregate principal amount of its 3.300% Debentures due September 15, 2051.

The Company intends to use the net proceeds from the offering for general corporate purposes. The joint book-running managers for the offering are BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.

Burlington Northern Santa Fe, LLC is engaged primarily in freight railroad transportation through its principal operating subsidiary, BNSF Railway Company. BNSF Railway Company operates one of the largest railroad networks in North America with approximately 32,500 route miles of track in 28 states and three Canadian provinces. In particular, BNSF Railway Company serves major cities and ports in the western and southern United States, Canadian and Mexican traffic and important gateways to the eastern United States. Burlington Northern Santa Fe, LLC is a wholly owned subsidiary of Berkshire Hathaway Inc.

The Baker Botts represented Carina Antweil (Partner, Houston, Picture), Lakshmi Ramanathan (Senior Associate, Houston); Garrett Hughey (Associate, Houston), Malakeh Hijazi (Associate, Houston), Jon Lobb (Partner, Houston), David Morris (Special Counsel, Palo Alto), Scott Janoe (Partner, Houston) and Laura Williams (Associate, Houston).

Cravath represented Burlington Northern Santa Fe with partner Andrew J. Pitts and associates Zachary B. Ramirez-Brunner and Ddang P. Kim on capital markets matters, partner Matthew Morreale on environmental matters, and partner Christopher K. Fargo and associates Luis Calderon-Gomez and Kyle R. Jorstad on tax matters. Alissa B. Fromkin and Joana W. Li also worked on tax matters.

Involved fees earner: Carina Antweil – Baker Botts LLP; Malakeh Hijazi – Baker Botts LLP; Garrett Hughey – Baker Botts LLP; Scott Janoe – Baker Botts LLP; Jon Lobb – Baker Botts LLP; David Morris – Baker Botts LLP; Lakshmi Ramanathan – Baker Botts LLP; Laura Williams – Baker Botts LLP; Luis Calderon Gomez – Cravath Swaine & Moore; Christopher K. Fargo – Cravath Swaine & Moore; Kyle Jorstad – Cravath Swaine & Moore; Ddang Kim – Cravath Swaine & Moore; Matthew Morreale – Cravath Swaine & Moore; Andrew Pitts – Cravath Swaine & Moore; Zachary Ramirez-Brunner – Cravath Swaine & Moore;

Law Firms: Baker Botts LLP; Cravath Swaine & Moore;

Clients: Bank of America Securities; Burlington Northern Santa Fe, LLC; Citigroup Global Markets Ltd; Goldman Sachs & Co.; J.P. Morgan Securities LLC;

Author: Martina Bellini