01—Abstract
Summary
Summary of the 8-K filed April 14, 2023. Cited figures are marked; the original filing is the authoritative source.
Canadian Pacific Kansas City Ltd. (CP) has officially completed the "Control Acquisition" by terminating the Voting Trust, thereby gaining control of the successor to Kansas City Southern.
This significant event, effective as of the "Control Date" (April 13, 2023), also marks the formal name change of the company from "Canadian Pacific Railway Limited" to "Canadian Pacific Kansas City Limited," effective April 14, 2023. This name change reflects the integration of the two entities and the establishment of a transcontinental railway network spanning Canada, the United States, and Mexico. In conjunction with these major operational and structural changes, CP has also announced adjustments to the compensation for several senior officers, including increases to the total target direct compensation for Messrs.
Brooks and Redd, and Mr. Ellis. The company's board had previously approved the new leadership team, effective as of the Control Date, comprising key executives such as Keith Creel as President and CEO. Investors should note that trading of common shares under the new name and CUSIP will commence on April 18, 2023, though the ticker symbol "CP" will remain the same.
02—Key points
Key Highlights
- Termination of Voting Trust: CP has officially gained control of Kansas City Southern, finalizing a key step in their merger and integration process.
- Company Name Change: Effective April 14, 2023, the company's legal name has been changed from Canadian Pacific Railway Limited to Canadian Pacific Kansas City Limited.
- New CUSIP and Trading Update: The company's common shares will have a new CUSIP number (13646K108) and will begin trading under the new name and CUSIP on April 18, 2023, retaining the "CP" ticker symbol.
- Senior Leadership Team Confirmed: The previously announced leadership team, led by Keith Creel as President and CEO, is now officially in place, effective from the Control Date.
- Executive Compensation Adjustments: Certain senior officers, including Messrs. Brooks, Redd, and Ellis, have received adjustments to their total target direct compensation.
- Full Integration Milestone: The company has successfully achieved the "Control Date," signifying a major milestone in the integration of Canadian Pacific and Kansas City Southern.
- North American Transcontinental Network: The combined entity operates as a transcontinental railway across Canada, the United States, and Mexico.
03—Questions
Frequently Asked Questions
What is the significance of the 'Control Date' mentioned in the filing?
The 'Control Date,' which occurred on or before April 13, 2023, signifies the formal completion of Canadian Pacific's acquisition and integration of Kansas City Southern. This is when Canadian Pacific gained control of the Second Surviving Corporation, which succeeded Kansas City Southern, and it triggered various subsequent events like the name change and leadership confirmations.
Why did the company change its name?
The company changed its name from Canadian Pacific Railway Limited to Canadian Pacific Kansas City Limited to reflect the successful integration of Kansas City Southern into its operations. This new name signifies the creation of a single, comprehensive transcontinental railway network connecting Canada, the United States, and Mexico.
Will the stock ticker symbol change?
No, the stock ticker symbol for the company's common shares will remain "CP" on both the Toronto Stock Exchange and the New York Stock Exchange. However, the CUSIP number will change to 13646K108, and trading under the new name and CUSIP is expected to begin on April 18, 2023.
Were there any changes to executive compensation as a result of this event?
Yes, in connection with the control acquisition and the integration, the company's Management Resources and Compensation Committee approved adjustments to the compensation for certain named executive officers. Specifically, Messrs. Brooks and Redd received increases to their total target direct compensation, and Mr. Ellis also saw an increase in his total target direct compensation.
04—Continue