What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide investors with access to an investor presentation related to the financing of Canadian Pacific's (CP) acquisition of Kansas City Southern (KCS). It also incorporates key financial and risk disclosures from KCS, which are crucial for understanding the target company as the acquisition progresses.

How is CP financing the acquisition of KCS?

CP is financing the acquisition through an offering of senior unsecured notes. The proceeds from these notes are intended to cover the cash portion of the merger consideration and related fees and expenses.

What specific KCS financial information is being made available through this filing?

This filing incorporates by reference KCS's audited consolidated financial statements for the years ended December 31, 2020, 2019, and 2018; interim unaudited consolidated financial statements as of September 30, 2021, and for the periods ended September 30, 2021 and 2020; Management's Discussion and Analysis (MD&A) for both the recent interim period and prior years; and KCS's Risk Factors.

Are there any new developments regarding the approval of the KCS acquisition?

This filing does not announce new approvals but references the previously filed Canadian Management Proxy Circular (dated November 1, 2021) in connection with the Special Meeting of Shareholders to vote on the transaction, and notes that the KCS acquisition closing is still subject to customary conditions.

CP 8-K: Regulation FD — Nov 15, 2021

Summary

Canadian Pacific Kansas City Ltd./CN (CP) filed an 8-K on November 15, 2021, primarily to disclose information related to its ongoing acquisition of Kansas City Southern (KCS). The company announced it made an investor presentation available in connection with an offering of senior unsecured notes. The proceeds from these notes are intended to fund the cash portion of the merger consideration and associated fees and expenses. This filing also incorporates by reference several important KCS financial and risk-related documents, including its audited financial statements, interim financial statements, Management's Discussion and Analysis (MD&A), and risk factors, in preparation for the special meeting of CP shareholders and the closing of the acquisition. The KCS acquisition, agreed upon in September 2021, remains subject to customary closing conditions. The extensive list of incorporated KCS documents and the accompanying forward-looking statements underscore the significant due diligence and regulatory processes involved. Investors should note that this filing is largely procedural, providing access to detailed financial information of the target company and outlining the financing strategy for the transaction.

Key Highlights

1CP made an investor presentation available on November 15, 2021, related to the financing of the KCS acquisition.
2The presentation is in connection with an offering of senior unsecured notes, intended to fund the cash component of the KCS merger consideration.
3The 8-K filing incorporates by reference key financial documents and disclosures from Kansas City Southern (KCS).
4Included KCS documents are audited and interim consolidated financial statements, MD&A, and Risk Factors.
5These incorporated documents are relevant for CP shareholders in considering the KCS acquisition and for general investor understanding of KCS's financial position.
6The closing of the KCS acquisition remains subject to the satisfaction or waiver of customary closing conditions.
7The filing also references the previously filed Canadian Management Proxy Circular for CP shareholders regarding the special meeting to vote on the transaction.

CANADIAN PACIFIC KANSAS CITY LTD/CN 8-K Report, Regulation FD Disclosure (Nov 15, 2021)

Summary

Key Highlights

Frequently Asked Questions