CALGARY, AB, Nov. 17, 2021 /PRNewswire/ - Canadian
Pacific Railway Limited (TSX: CP) (NYSE: CP) ("CP") announces that
its wholly- owned subsidiary, Canadian Pacific Railway Company, is
issuing C$1.0 billion of 1.589% Notes
due 2023 and C$1.2 billion of 2.540%
Notes due 2028, which will be guaranteed by CP (the "Canadian
offering").
The Canadian offering is expected to close on November 24, 2021, subject to the satisfaction of
customary closing conditions. The net proceeds from the Canadian
offering will be used to indirectly fund in part the cash
consideration required for the acquisition of common stock and
preferred stock of Kansas City Southern ("KCS") in connection with
the previously announced transaction between CP and KCS.
The joint active bookrunners of the Canadian offering are BMO
Nesbitt Burns Inc. and Goldman Sachs Canada Inc., together with a
syndicate that includes ATB Capital Markets Inc., Barclays Capital
Canada Inc., CIBC World Markets Inc., Desjardins Securities Inc.,
HSBC Securities (Canada) Inc.,
MUFG Securities (Canada), Ltd.,
Scotia Capital Inc., SMBC Nikko Securities Canada, Ltd. and Wells
Fargo Securities Canada, Ltd.
The Canadian offering is being made in Canada under Canadian Pacific Railway
Company's base shelf prospectus dated June
28, 2021, as supplemented by the prospectus supplement in
respect of the Canadian offering.
Concurrent with the announcement of the Canadian offering, CP
has announced that Canadian Pacific Railway Company is issuing
US$6.7 billion aggregate principal
amount of notes, which also will be guaranteed by CP, pursuant to a
shelf registration statement filed with the Securities and Exchange
Commission.
The securities issued under the Canadian offering have not been
registered under the U.S. Securities Act of 1933, as amended, or
any state securities laws, and may not be offered or sold in
the United States or to U.S.
persons without registration or an applicable exemption from, or in
a transaction not subject to, the registration requirements of the
U.S. Securities Act of 1933 and applicable securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful.
Note on forward-looking information
This news release contains certain forward-looking information
and forward-looking statements (collectively, "forward-looking
information") within the meaning of applicable securities laws.
Forward-looking information includes, but is not limited to,
statements concerning expectations, beliefs, plans, goals,
objectives, assumptions and statements about possible future
events, conditions, and results of operations or performance.
Forward-looking information may contain statements with words or
headings such as "financial expectations", "key assumptions",
"anticipate", "believe", "expect", "plan", "will", "outlook",
"should" or similar words suggesting future outcomes. This news
release contains forward-looking information relating, but not
limited to, the intended use of proceeds from the Canadian offering
including the acquisition of KCS and the timing and completion of
the proposed Canadian offering.
The forward-looking information contained in this news release
is based on current expectations, estimates, projections and
assumptions, having regard to CP's experience and its perception of
historical trends, and includes, but is not limited to,
expectations, estimates, projections and assumptions relating to:
CP's and KCS's ability to close the transaction on the expected
terms and timeline; the satisfaction or waiver of the conditions to
closing the transaction between CP and KCS on the expected
timeline; the combined company's ability to successfully integrate
the businesses of CP and KCS; the combined company's expected
access to sufficient capital to pursue any development plans
associated with full ownership of KCS; North American and global
economic growth; commodity demand growth; sustainable industrial
and agricultural production; commodity prices and interest rates;
foreign exchange rates; effective tax rates; performance of CP's
and KCS's assets and equipment; sufficiency of CP's budgeted
capital expenditures in carrying out CP's business plan;
geopolitical conditions; applicable laws, regulations and
government policies; the availability and cost of labour, services
and infrastructure; the satisfaction by third parties of their
obligations to CP and KCS; the anticipated impacts of the COVID-19
pandemic on CP's and KCS's respective businesses, operating
results, cash flows and/or financial condition; and plans to reduce
greenhouse gas emissions. Although CP believes the expectations,
estimates, projections and assumptions reflected in the
forward-looking information presented herein are reasonable as of
the date hereof, there can be no assurance that they will prove to
be correct. Current conditions, economic and otherwise, render
assumptions, although reasonable when made, subject to greater
uncertainty.
Undue reliance should not be placed on forward-looking
information as actual results may differ materially from those
expressed or implied by forward-looking information. By its nature,
CP's forward-looking information involves inherent risks and
uncertainties that could cause actual results to differ materially
from the forward-looking information, including, but not limited
to, the following factors: the timing and closing of the
transaction between CP and KCS, and the completion of the
combination of CP and KCS following receipt of a decision of the
United States Surface Transportation Board (the "STB") that
constitutes a final agency action approving, exempting or otherwise
authorizing the acquisition of control over the KCS's railroad
operations by CP and its affiliates, without the imposition of
conditions that CP in its sole discretion has deemed to be
unacceptable, including receipt of regulatory and shareholder
approvals and the satisfaction of other conditions precedent;
interloper risk; the realization of anticipated benefits and
synergies of the transaction between CP and KCS and the timing
thereof; the success of integration plans; the focus of management
time and attention on the transaction between CP and KCS and other
disruptions arising from the transaction; changes in business
strategy and strategic opportunities; the actions and decisions of
applicable regulatory bodies, including the STB; 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;
potential changes in the CP common share price, which may
negatively impact the value of the consideration offered to KCS
common stockholders; the ability of management of CP, and its
subsidiaries and affiliates to execute key priorities, including
those in connection with the transaction between CP and KCS;
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 via CP
and KCS; 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; costs and liabilities associated with
the presence of contamination conditions; 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, shareholder, regulatory 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 the 50-year concession to
Kansas City Southern de México, S.A. de C.V. ("KCSM"), through
which KCSM operates a key commercial corridor of the Mexican
railroad system; public opinion; various events that could disrupt
operations, including severe weather, such as droughts, floods,
avalanches and earthquakes, and cybersecurity attacks, as well as
security threats and governmental responses 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. The
foregoing list of factors is not exhaustive. These and other
factors are detailed from time to time in reports filed by CP with
securities regulators in Canada
and the United States. Reference
should be made to "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations –
Forward-Looking Information" in CP's and KCS's annual and interim
reports on Form 10-K and 10-Q.
The forward-looking information contained in this news release
is made as of the date hereof. Except as required by law, CP
undertakes no obligation to update publicly or otherwise revise any
forward-looking information, or the foregoing assumptions and risks
affecting such forward-looking information, whether as a result of
new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific (TSX: CP) (NYSE: CP) 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