CALGARY,
AB, April 3,
2023 /CNW/ - Canadian Pacific (TSX: CP) (NYSE: CP) today
announced that as of 5:00 p.m. ET on
March 31, 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and not validly withdrawn in connection with Canadian Pacific's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not validly withdrawn) and accepted Old Notes for notes to be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 March 20, 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 March 20,
2023 and expire at 5:00 p.m.
ET on April 17, 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
March 20, 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.
Notice to Retail Investors in the EEA. The CPRC
Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 (as amended). Consequently, no key
information document required by Regulation (EU) No. 1286/2014 (the
"PRIIPs Regulation") for offering or selling the CPRC Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the CPRC Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Notice to Retail Investors in the United Kingdom.
The CPRC Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom ("UK"). For these purposes, a
retail investor means a person who is one (or more) of the
following: a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"),
(ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA")
and any rules or regulations made thereunder to implement Directive
(EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the CPRC Notes or otherwise making them
available to retail investors in the UK has been prepared and
therefore offering or selling the CPRC Notes or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
In the UK, the communication of this press release and any other
document or materials relating to the issue of the CPRC Notes is
not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of Section 21 of
the FSMA. Accordingly, such documents and materials are only being
distributed to, and are only directed at: (i) persons who are
outside the UK; (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"); or
(iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as "Relevant
Persons"). In the UK, this press release is only available to, and
any invitation, offer or agreement to subscribe, purchase or
otherwise acquire the CPRC Notes to which this press release and
any other document or materials relating to the issue of the CPRC
Notes relates, will be engaged in only with, Relevant
Persons. Any person in the UK that is not a Relevant Person
should not act or rely on this prospectus or any of its
contents.
The dealer managers for the Exchange Offers relating to the Old
Notes are:
BofA Securities,
Inc.
620 South Tryon Street,
20th Floor
Charlotte, NC
28255
Toll Free: (888)
292-0070
Collect: (980)
387-3907
Email:
debt_advisory@bofa.com
Attention: Liability
Management
|
Citigroup Global
Markets Inc.
388 Greenwich Street,
Trading 4th Floor
New York, NY
10013
Toll Free: (800)
558-3745
Collect: (212)
723-6106
Email:
ny.liabilitymanagement@citi.com
Attention: Liability
Management Group
|
Morgan Stanley &
Co. LLC
1585 Broadway, 6th
Floor
New York, NY
10036
Toll Free: (800)
624-1808
Collect: (212)
761-1057
Email:
debt_advisory@morganstanley.com
Attention: Debt
Advisory Group
|
Wells Fargo
Securities, LLC
550 South Tryon Street,
5th Floor
Charlotte, NC
28202
Toll Free: (866)
309-6316
Collect: (704)
410-4759
Email:
liabilitymanagement@wellsfargo.com
Attention: Liability
Management Group
|
The exchange agent and information agent for the Exchange Offers
relating to the Old Notes is:
Global Bondholder
Services Corporation
|
|
|
|
|
|
By
Phone:
Bank and Brokers Call
Collect:
+1 (212)
430-3774
All Others, Please Call
Toll-Free:
+1 (855)
654-2015
|
|
By
E-Mail:
contact@gbsc-usa.com
|
|
By Mail or
Hand:
65 Broadway—Suite 404
New York, New York 10006
ATTN: Corporate
Actions
|
Forward Looking Information
This news release contains certain forward looking statements
and forward looking information (collectively, "FLI") to provide CP
shareholders, investors and potential investors with information
about CP, KCS and their respective subsidiaries and affiliates,
which FLI may not be appropriate for other purposes. FLI is
typically identified by words such as "anticipate", "expect",
"project", "estimate", "forecast", "plan", "intend", "will",
"target", "believe", "likely" and similar words suggesting future
outcomes or statements regarding an outlook. All statements other
than statements of historical fact may be FLI.
Although we believe that FLI is reasonable based on the
information available today and processes used to prepare it, such
statements are not guarantees of future performance and you are
cautioned against placing undue reliance on FLI. By its nature, FLI
involves a variety of assumptions, which are based upon factors
that may be difficult to predict and that may involve known and
unknown risks and uncertainties and other factors which may cause
actual results, levels of activity and achievements to differ
materially from those expressed or implied by FLI, including, but
not limited to, the following: the realization of anticipated
benefits and synergies of the CP-KCS transaction and the timing
thereof; the success of integration plans; the focus of management
time and attention on the CP-KCS transaction and other disruptions
arising from the CP-KCS transaction; changes in business strategy
and strategic opportunities; estimated future dividends; financial
strength and flexibility; debt and equity market conditions,
including the ability to access capital markets on favourable terms
or at all; cost of debt and equity capital; the ability of
management of CP, its subsidiaries and affiliates to execute key
priorities, including those in connection with the CP-KCS
transaction; general Canadian, U.S., Mexican and global social,
economic, political, credit and business conditions; risks
associated with agricultural production such as weather conditions
and insect populations; the availability and price of energy
commodities; the effects of competition and pricing pressures,
including competition from other rail carriers, trucking companies
and maritime shippers in Canada,
the U.S. and Mexico; North
American and global economic growth; industry capacity; shifts in
market demand; changes in commodity prices and commodity demand;
uncertainty surrounding timing and volumes of commodities being
shipped; inflation; geopolitical instability; changes in laws,
regulations and government policies, including regulation of rates;
changes in taxes and tax rates; potential increases in maintenance
and operating costs; changes in fuel prices; disruption in fuel
supplies; uncertainties of investigations, proceedings or other
types of claims and litigation; compliance with environmental
regulations; labour disputes; changes in labour costs and labour
difficulties; risks and liabilities arising from derailments;
transportation of dangerous goods; timing of completion of capital
and maintenance projects; sufficiency of budgeted capital
expenditures in carrying out business plans; services and
infrastructure; the satisfaction by third parties of their
obligations; currency and interest rate fluctuations; exchange
rates; effects of changes in market conditions and discount rates
on the financial position of pension plans and investments; trade
restrictions or other changes to international trade arrangements;
the effects of current and future multinational trade agreements on
the level of trade among Canada,
the U.S. and Mexico; climate
change and the market and regulatory responses to climate change;
ability to achieve commitments and aspirations relating to reducing
greenhouse gas emissions and other climate-related objectives;
anticipated in-service dates; success of hedging activities;
operational performance and reliability; customer and other
stakeholder approvals and support; regulatory and legislative
decisions and actions; the adverse impact of any termination or
revocation by the Mexican government of Kansas City Southern de
Mexico, S.A. de C.V.'s Concession;
public opinion; various events that could disrupt operations,
including severe weather events, such as droughts, floods,
avalanches and earthquakes, and cybersecurity attacks, as well as
security threats and governmental response to them, and
technological changes; acts of terrorism, war or other acts of
violence or crime or risk of such activities; insurance coverage
limitations; material adverse changes in economic and industry
conditions, including the availability of short and long-term
financing; and the pandemic created by the outbreak of COVID-19 and
its variants, and resulting effects on economic conditions, the
demand environment for logistics requirements and energy prices,
restrictions imposed by public health authorities or governments,
fiscal and monetary policy responses by governments and financial
institutions, and disruptions to global supply chains.
We caution that the foregoing list of factors is not exhaustive
and is made as of the date hereof. Additional information about
these and other assumptions, risks and uncertainties can be found
in reports and filings by CP with Canadian and U.S. securities
regulators, including any prospectus, material change report,
management information circular or registration statement that have
been or will be filed in connection with the transaction. Reference
should be made to "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations – Forward
Looking Statements" in CP's annual and interim reports on Form 10-K
and 10-Q. Due to the interdependencies and correlation of these
factors, as well as other factors, the impact of any one
assumption, risk or uncertainty on FLI cannot be determined with
certainty.
Except to the extent required by law, we assume no obligation to
publicly update or revise any FLI, whether as a result of new
information, future events or otherwise. All FLI in this news
release is expressly qualified in its entirety by these cautionary
statements.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the
United States with direct links to major ports on the west
and east coasts. CP provides North American customers a competitive
rail service with access to key markets in every corner of the
globe. CP is growing with its customers, offering a suite of
freight transportation services, logistics solutions and supply
chain expertise. CP-IR
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SOURCE Canadian Pacific