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CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K Report (Sep 14, 2011)

Filing Date
Filed September 14, 2011
Period End
September 13, 2011
Security
CP
In the record · 2016–202610-K2010-Q328-K361

CP filed 20 annual reports (10-K), 32 quarterly reports (10-Q) and 361 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Feb ’17Feb ’17
  2. Material agreement8-K · Oct ’19Oct ’19
  3. Deal closed8-K · Dec ’21Dec ’21
  4. Material agreement8-K · Aug ’25Aug ’25

01—Abstract

Summary

Summary of the 6-K filed September 14, 2011. Cited figures are marked; the original filing is the authoritative source.

Canadian Pacific Railway Limited (CP) announced a cash tender offer and consent solicitation for its outstanding 6.25%a Notes due 2011, issued by its subsidiary Canadian Pacific Railway Company.

The offer is for the entire aggregate principal amount of US$245,750,000b. The tender offer consideration is par value (US$1,000 per US$1,000 principal amount), plus accrued interest. A consent payment of US$2.50 per US$1,000 principal amount will be provided for notes tendered by the Consent Date of September 26, 2011, which also requires consent to a proposed amendment to the indenture governing the notes.

This action by CP signals proactive debt management, aiming to amend the terms of its outstanding debt. Investors holding these notes should carefully review the offer to purchase and consent solicitation statement for complete details.

The offer expires on October 11, 2011, with a settlement date expected around October 12, 2011. Un-tendered notes will remain outstanding until their stated maturity date of October 15, 2011.

02—Key points

Key Highlights

  1. CP announced a tender offer for its entire outstanding 6.25% Notes due 2011, totaling US$245,750,000 in principal.
  2. The offer includes a cash tender consideration of par value (100%) plus accrued interest.
  3. A consent payment of US$2.50 per US$1,000 principal amount is offered for early participation by the Consent Date (September 26, 2011).
  4. Tendering holders are required to consent to a proposed amendment to the indenture governing the notes.
  5. The tender offer and consent solicitation expire on October 11, 2011.
  6. Citi is acting as the Dealer Manager and Solicitation Agent for the transaction.
  7. Notes not tendered will remain outstanding until their maturity date of October 15, 2011.

03—Questions

Frequently Asked Questions

  1. What is Canadian Pacific announcing with this 8-K filing?

    Canadian Pacific (CP), through its subsidiary CPRH Canada Inc., is announcing a cash tender offer and consent solicitation for its outstanding 6.25% Notes due 2011. This means they are offering to buy back these notes from investors and simultaneously seeking consent to amend the terms of the agreement (indenture) governing these notes.

  2. What is the offer for the 6.25% Notes due 2011?

    CP is offering to purchase any and all of the US$245,750,000 aggregate principal amount of these notes. The price offered is US$1,000 for each US$1,000 principal amount of notes, plus any accrued and unpaid interest up to the settlement date.

  3. What is the consent payment and deadline?

    Holders who tender their notes and provide their consent by the Consent Date, which is 5:00 p.m. New York City time on September 26, 2011, will receive an additional consent payment of US$2.50 per US$1,000 principal amount. Tendering after this date but before the expiration date will result in receiving only the tender offer consideration and accrued interest, not the consent payment.

  4. What happens to the notes if they are not tendered?

    Notes that are not tendered and purchased in this offer will remain outstanding until their stated maturity date of October 15, 2011. The proposed amendment to the indenture will still affect the terms of these non-tendered notes.

04—Continue

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