Item 8.01 Other Events.
On October 16, 2020, Kansas City Southern (the "Company") entered into two
agreements (each, an "ASR Agreement") with (1) JPMorgan Chase Bank, National
Association, and (2) Goldman Sachs & Co. LLC (each, a "Dealer") in each case to
implement a separate accelerated share repurchase program. Under each ASR
Agreement, on October 20, 2020, the Company will pay $250.0 million to each
Dealer and initially expects to receive from each Dealer approximately 1.2
million shares based on the closing share price on October 16, 2020. The total
number of shares that will ultimately be purchased by the Company pursuant to
each accelerated share repurchase program will generally be based on the average
of the daily Rule 10b-18 volume weighted average prices of the Company's common
stock during the term of each ASR program, less a discount.
Upon final settlement of each ASR Agreement, the Company may be entitled to
receive additional shares of the Company's common stock from each Dealer or,
under certain circumstances specified in each ASR Agreement, the Company may be
required to make a cash payment or deliver shares, at its option, to each
Dealer. Each ASR program will be funded with cash on hand.
The ASR Agreements were entered into as part of the Company's $2.0 billion share
repurchase program announced on November 12, 2019.
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