8-KMaterial AgreementsFinancial EventsExhibits & Filings

CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K Report, Material Agreement (May 16, 2018)

Filed May 16, 2018For Securities:CP

Summary

Canadian Pacific Kansas City Ltd./CN (CP) filed an 8-K on May 16, 2018, to report a material definitive agreement related to a debt offering. Specifically, Canadian Pacific Railway Company (the "Company"), a subsidiary, completed the issuance of U.S.$500,000,000 aggregate principal amount of 4.000% senior notes due 2028. These notes are guaranteed by the parent company, Canadian Pacific Railway Limited. The offering was facilitated by an Underwriting Agreement entered into on May 14, 2018, with Morgan Stanley & Co. LLC, Barclays Capital Inc., and Wells Fargo Securities, LLC, acting as representatives for the underwriters. The terms of the senior notes are governed by an Indenture, further supplemented by a Third Supplemental Indenture dated May 16, 2018. This filing is primarily informational, detailing the successful completion of this financing activity.

Key Highlights

  • 1Completion of a U.S.$500 million offering of 4.000% senior notes due 2028 by Canadian Pacific Railway Company.
  • 2The senior notes are guaranteed by the parent company, Canadian Pacific Railway Limited.
  • 3The offering was executed under an Underwriting Agreement dated May 14, 2018.
  • 4Key underwriters included Morgan Stanley & Co. LLC, Barclays Capital Inc., and Wells Fargo Securities, LLC.
  • 5The notes are governed by an Indenture dated September 11, 2015, with a Third Supplemental Indenture executed on May 16, 2018.
  • 6This filing confirms a significant debt financing event for the Company.
  • 7The debt offering was registered under the Securities Act of 1933 via a previously filed registration statement.

Frequently Asked Questions

This 8-K filing serves to report the completion of a material definitive agreement, specifically the issuance of U.S.$500 million in senior notes by Canadian Pacific Railway Company, guaranteed by its parent, Canadian Pacific Railway Limited.

The senior notes have an aggregate principal amount of U.S.$500,000,000, carry a fixed interest rate of 4.000%, and mature in 2028. They are guaranteed by Canadian Pacific Railway Limited.

The underwriters for this offering were represented by Morgan Stanley & Co. LLC, Barclays Capital Inc., and Wells Fargo Securities, LLC.

This filing indicates that the company successfully raised U.S.$500 million in new debt financing, which could be used for various corporate purposes such as general corporate operations, capital expenditures, or refinancing existing debt. The specific use of proceeds is not detailed in this particular 8-K.