(Canadian Pacific, 3.Apr.2023) — Canadian Pacific (TSX: CP) (NYSE: CP) today announced that as of 5:00 p.m. ET on 31 March 2023 (the “Early Participation Date”), the aggregate principal amounts listed below of seven series of notes, each issued by Kansas City Southern (“KCS”, and such notes, the “Old Notes”), had been validly tendered and not validly withdrawn in connection with Canadian Pacific’s previously announced offers to exchange all validly tendered (and not validly withdrawn) and accepted Old Notes for notes to be issued by Canadian Pacific Railway Company (“CPRC”, and such notes, the “CPRC Notes”), a subsidiary of Canadian Pacific Railway Limited, a Canadian corporation (“CPRL”, and, together with CPRC, “Canadian Pacific”) and the related solicitations of consents to amend the note documents governing the Old Notes.
The CPRC Notes are to be unconditionally guaranteed on an unsecured basis by CPRL. A Registration Statement on Form F-4 (the “Registration Statement”) relating to the issuance of the CPRC Notes was filed with the Securities and Exchange Commission (“SEC”) on 20 March 2023 but has not yet been declared effective.
| Series of Old Notes Subject to the Exchange | CUSIP/ISIN No. | Aggregate Principal Amount Tendered and Consents Received as of the Early Participation Date | Percentage of Total Outstanding Principal Amount of such Series of Old Notes Tendered and Consenting | ||||||||||||||||||||||
| 3.125% Senior Notes due 2026 | 485170 BA1 / US485170BA12 | $ | 224,237,000 | 89.69 % | |||||||||||||||||||||
| 2.875% Senior Notes due 2029 | 485170 BD5 / US485170BD50 | $ | 414,799,000 | 97.60 % | |||||||||||||||||||||
| 4.300% Senior Notes due 2043 | 485170 AQ7 / US485170AQ72 | $ | 448,453,000 | 99.96 % | |||||||||||||||||||||
| 4.950% Senior Notes due 2045 | 485170 AS3 / US485170AS39 | $ | 460,566,000 | 92.27 % | |||||||||||||||||||||
| 4.700% Senior Notes due 2048 | 485170 BB9 / US485170BB94 | $ | 497,716,000 | 99.54 % | |||||||||||||||||||||
| 3.500% Senior Notes due 2050 | 485170 BE3 / US485170BE34 | $ | 541,306,000 | 98.42 % | |||||||||||||||||||||
| 4.200% Senior Notes due 2069 | 485170 BC7 / US485170BC77 | $ | 419,591,000 | 98.73 % | |||||||||||||||||||||
The exchange offers and consent solicitations (together, the “Exchange Offers”) commenced on 20 March 2023 and expire at 5:00 p.m. ET on 17 April 2023 (the “Expiration Date”), unless extended or terminated. The CPRC Notes are expected to be issued promptly on or about the second business day following the Expiration Date (the “Settlement Date”).
The Exchange Offers are being made pursuant to the terms and conditions set forth in CPRC’s preliminary prospectus, dated as of 20 March 2023 (the “Preliminary Prospectus”), which forms a part of the Registration Statement. Canadian Pacific reserves the right to terminate, withdraw or amend each exchange offer and each consent solicitation independently of the other exchange offers and consent solicitations at any time and from time to time, as described in the Registration Statement.
The consummation of each Exchange Offer is subject to, and conditional upon, the satisfaction or, where permitted, the waiver, of the conditions described in the Registration Statement. Canadian Pacific may, at its option, waive any such conditions, except the condition that Canadian Pacific, in its reasonable judgment, is permitted to dissolve the voting trust and exercise control of KCS (the “Control Condition”) and the condition that the Registration Statement has been declared effective by the SEC. All conditions to the Exchange Offers, except the Control Condition, must be satisfied or, where permitted, waived, at or by the Expiration Date, unless extended. CPRL’s exercise of control of KCS is not conditioned upon the commencement or completion of the Exchange Offers.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made solely pursuant to the terms and conditions of the Registration Statement and the other related materials. The Registration Statement relating to the CPRC Notes has been filed with the SEC but has not yet become effective. The CPRC Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.
Holders of Old Notes are urged to read the exchange offer materials, including the Registration Statement filed with the SEC, as amended from time to time, the related prospectus, and the other materials related to the proposed exchange offer filed with the SEC, because they contain important information. These and other documents relating to the Exchange Offers, when they are filed with the SEC, may be obtained, free of charge, on the SEC’s web site at www.sec.gov, or may be obtained, free of charge, from Canadian Pacific by requesting them by mail at Canadian Pacific Railway Limited, 7550 Ogden Dale Road S.E. Calgary, Alberta, T2C 4X9, Attention: Office of the Corporate Secretary or by telephone at +1 (403) 319-7000. A copy of the Preliminary Prospectus for the Exchange Offers also is available, free of charge.
The CPRC Notes have not been qualified for sale or exchange in Canada. The distribution of the CPRC Notes in exchange for the Old Notes in Canada is being made only on a private placement basis exempt from the requirement that CPRC prepare and file a prospectus with the applicable securities regulatory authorities in Canada. To validly tender the Old Notes, holders of Old Notes in Canada must complete, sign and submit to the exchange agent a Canadian eligibility statement in the form appended to the Canadian offering memorandum.
____________________
