ITEM 1.01 Entry into a Material Definitive Agreement.
As previously reported, on September 15, 2021, Canadian Pacific Railway Limited,
a Canadian corporation (the "Corporation") entered into an Agreement and Plan of
Merger with Kansas City Southern, a Delaware corporation, Cygnus Merger Sub 1
Corporation, a Delaware corporation and a direct wholly owned subsidiary of the
Corporation ("Surviving Merger Sub") and Cygnus Merger Sub 2 Corporation, a
Delaware corporation and a direct wholly owned subsidiary of Surviving Merger
Sub.
On December 2, 2021, Canadian Pacific Railway Company (the "Company") completed
its previously announced offering of U.S.$1,500,000,000 aggregate principal
amount of 1.350% notes due 2024 (the "2024 Notes"), U.S.$1,000,000,000 aggregate
principal amount of 1.750% notes due 2026 (the "2026 Notes"), U.S.$1,400,000,000
aggregate principal amount of 2.450% notes due 2031 (the "2031 Notes"),
U.S.$1,000,000,000 aggregate principal amount of 3.000% notes due 2041 (the
"2041 Notes"), and U.S.$1,800,000,000 aggregate principal amount of 3.100% notes
due 2051 (the "2051 Notes", and together with the 2024 Notes, 2026 Notes, 2031
Notes, and 2041 Notes, the "Notes"). The Notes are guaranteed (the "Guarantee"
and, together with the Notes, the "Securities") by the Corporation, the parent
of the Company.
The offering of the Securities was registered under the Securities Act of 1933,
as amended, pursuant to a registration statement on Form F-10 (File
No. 333-257215) filed with the Securities and Exchange Commission (the
"Commission") on June 28, 2021. The terms of the Securities are described in the
Company's prospectus dated June 28, 2021, as supplemented by a final prospectus
supplement dated November 17, 2021, as filed with the Commission on November 18,
2021.
The Securities were issued pursuant to an Indenture, dated as of September 11,
2015, by and among the Company and Computershare Trust Company N.A., as
successor to Wells Fargo Bank, National Association, as trustee (the "Trustee"),
as supplemented by the Fifth Supplemental Indenture, dated as of December 2,
2021 (the "Fifth Supplemental Indenture"), by and among the Company, the
Corporation and the Trustee.
The 2031 Notes and 2041 Notes are subject to special mandatory redemption if the
Company determines in its reasonable judgment that the STB Final Approval (as
defined in the Fifth Supplemental Indenture) will not be sought or has not or
will not be received prior to March 25, 2023. In that case, the Company will be
required to redeem all of the outstanding 2031 Notes and 2041 Notes on the
Special Mandatory Redemption Date (as defined in the Fifth Supplemental
Indenture) at a special mandatory redemption price equal to 101% of the
aggregate principal amount of the applicable series of Notes plus accrued and
unpaid interest, if any, to, but excluding, the Special Mandatory Redemption
Date.
In connection with the offering of the Securities, the Commitment Letter, dated
as of September 15, 2021, by and among Goldman Sachs Lending Partners LLC, the
Bank of Montreal, the other financial institutions party thereto, the
Corporation and the Company, as modified by that certain joinder letter dated
September 29, 2021, in respect of an unsecured 364-day bridge facility in an
aggregate principal amount of U.S.$8.5 billion, was terminated on December 2,
2021.
The description of the Securities and the Fifth Supplemental Indenture in this
Current Report on Form 8-K (this "Current Report") are summaries, and are
qualified in their entirety by reference to the complete terms of the Fifth
Supplemental Indenture and the form of Notes included therein. The Fifth
Supplemental Indenture and the forms of Notes are filed hereto as Exhibits 4.1,
4.2, 4.3, 4.4, 4.5, and 4.6 and are incorporated by reference herein.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference
into this Item 2.03.
--------------------------------------------------------------------------------
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit Description
Exhibit 4.1 Fifth Supplemental Indenture, dated as of December 2, 2021, by
and among Canadian Pacific Railway Company, as issuer, Canadian
Pacific Railway Limited, as guarantor, and Computershare Trust
Company N.A., as successor to Wells Fargo Bank, National
Association, as trustee.
Exhibit 4.2 Form of 1.350% Note due 2024 (included in Exhibit 4.1).
Exhibit 4.3 Form of 1.750% Note due 2026 (included in Exhibit 4.1).
Exhibit 4.4 Form of 2.450% Note due 2031 (included in Exhibit 4.1).
Exhibit 4.5 Form of 3.000% Note due 2041 (included in Exhibit 4.1).
Exhibit 4.6 Form of 3.100% Note due 2051 (included in Exhibit 4.1).
Exhibit 10.4 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses