Skip to content
AnalystLens

CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K Report, Agreement Terminated (May 27, 2021)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed May 27, 2021
Period End
May 21, 2021
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 · Nov ’17Nov ’17
  2. Material agreement8-K · Mar ’20Mar ’20
  3. Leadership change8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed May 27, 2021. Cited figures are marked; the original filing is the authoritative source.

Canadian Pacific Kansas City Ltd. (CP) has officially terminated its previously announced merger agreement with Kansas City Southern (KCS).

This termination follows KCS's decision to accept a superior proposal from Canadian National Railway Company (CN) and enter into a definitive agreement with CN. As a result of the termination, KCS has paid CP a breakup fee of $700 milliona in cash. CP stated it would not submit a counterproposal to KCS in response to CN's offer.

02—Key points

Key Highlights

  1. Termination of the merger agreement between Canadian Pacific Railway Limited and Kansas City Southern, effective May 21, 2021.
  2. Kansas City Southern has entered into a definitive agreement with Canadian National Railway Company (CN) after deeming CN's proposal a 'Company Superior Proposal'.
  3. Canadian Pacific (CP) has received a termination fee of $700 million in cash from Kansas City Southern.
  4. CP will not be making a counterproposal to acquire Kansas City Southern in response to the competing offer from CN.
  5. CP intends to proceed with its application to the Surface Transportation Board (STB) seeking authority to control Kansas City Southern.
  6. CP remains open to re-engaging with KCS should the agreement with CN be terminated or if CN is unable to acquire control.

03—Questions

Frequently Asked Questions

  1. Why did Canadian Pacific's (CP) merger agreement with Kansas City Southern (KCS) terminate?

    The merger agreement terminated because KCS deemed a competing proposal from Canadian National Railway Company (CN) as a 'Company Superior Proposal' and entered into a definitive agreement with CN. CP stated it would not make a counterproposal.

  2. What financial implications does this termination have for CP?

    Canadian Pacific has received a $700 million cash termination fee from Kansas City Southern as a result of the agreement's termination.

  3. Does CP still have any interest in acquiring Kansas City Southern?

    Yes, CP has announced its intention to proceed with its application before the STB seeking authority to control KCS. They also stated they are available to re-engage with KCS if the agreement with CN is terminated or if CN is otherwise unable to complete the acquisition.

  4. What was the initial agreement between CP and KCS?

    The initial agreement, announced on March 21, 2021, was for CP to acquire Kansas City Southern through a two-step merger process, pending regulatory approvals. This agreement has now been terminated.

04—Continue

← View all 8-K filings