Press release from Business Wire
KCS Announces Receipt of Requisite Consents and Early Results of Tender Offers and Consent Solicitations
Tuesday, April 23, 2013
KCS Announces Receipt of Requisite Consents and Early Results of Tender Offers and Consent Solicitations18:47 EDT Tuesday, April 23, 2013
KANSAS CITY, Mo. (Business Wire) -- Kansas City Southern (“KCS”) (NYSE:KSU) announced today that its wholly-owned subsidiary, Kansas City Southern de México, S.A. de C.V. (“KCSM”), a Mexican corporation, has received, pursuant to its previously announced cash tender offers and related consent solicitations (the “Offers”) for its 8% Senior Notes due 2018 and its 6.625% Senior Notes due 2020 (collectively, the “Any and All Notes”), the requisite consents to adopt the proposed amendments to the indentures governing the Any and All Notes.
The table below sets forth, among other things, the principal amount of Any and All Notes and Maximum Tender Offer Notes tendered at or prior to 5:00 p.m., New York City time, on April 23, 2013 (the “Early Tender Deadline”) in connection with the Offers:
|Outstanding Aggregate||Tendered at Early Tender|
|Title of Security||CUSIP Numbers||Principal Amount||Deadline|
Any and All Notes
|8% Senior Notes due 2018||485161AH6||$300,000,000||$237,202,000|
|6.625% Senior Notes due 2020||485161AK9||$185,000,000||$180,970,000|
Maximum Tender Offer Notes
6.125% Senior Notes due 2021
In conjunction with receiving the requisite consents, supplemental indentures to effect the proposed amendments to the indentures governing the Any and All Notes, as described in the Offer to Purchase and Consent Solicitation Statement dated April 10, 2013, have been executed. The amendments set forth in a supplemental indenture will not become operative with respect to the applicable series of Any and All Notes until the purchase by KCSM of a majority in aggregate principal amount of such series of Any and All Notes, pursuant to the terms of the Offers. A holder's right to withdraw the tendered Any and All Notes and revoke delivered consents expired at 5:00 p.m., New York City time, on April 23, 2013.
The Offers expire at 12:00 Midnight, New York City time, on May 7, 2013, unless extended and remain subject to certain customary conditions, including, among others, a financing condition that KCSM consummates a debt financing transaction on terms and conditions acceptable to KCSM, in its sole discretion.
BofA Merrill Lynch is acting as the Dealer Manager and Solicitation Agent for the Offers. Persons with questions regarding the Offers should contact BofA Merrill Lynch toll-free at (888) 292-0070 or collect at (980) 387-3907 (attention: Liability Management Group). Requests for documents should be directed to D.F. King & Co., Inc., the Information and Tender Agent for the Offers, at (800) 829-6551 or (212) 269-5550 and by email: firstname.lastname@example.org.
Headquartered in Kansas City, Mo., KCS is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include KCSM, serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS's North American rail holdings and strategic alliances are primary components of a NAFTA Railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada.
This news release contains forward-looking statements that are not based upon historical information. Readers can identify these forward-looking statements by the use of such verbs as “expects,” “anticipates,” “believes” or similar verbs or conjugations of such verbs. Such forward-looking statements are based upon information currently available to management and management's perception thereof as of the date of this news release. However, such statements are dependent on and, therefore, can be influenced by, a number of external variables over which management has little or no control, including: domestic and international economic conditions; interest rates; the business environment in industries that produce and consume rail freight; competition and consolidation within the transportation industry; fluctuation in prices or availability of key materials, in particular diesel fuel; labor difficulties, including strikes and work stoppages; credit risk of customers and counterparties and their failure to meet their financial obligation; the outcome of claims and litigation; legislative and regulatory developments; political and economic conditions in Mexico and the level of trade between the United States and Mexico; changes in securities and capital markets; disruptions to KCSM's technology infrastructure, including its computer systems; natural events such as severe weather, hurricanes and floods; acts of terrorism or risk of terrorist activities; war or risk of war; and other factors affecting the operation of the business of KCS and KCSM. More detailed information about these factors may be found in filings by Kansas City Southern and Kansas City Southern de México, S.A. de C.V. with the Securities and Exchange Commission, including their most recent Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. KCS and KCSM are under no obligation to, and expressly disclaim any such obligation to, update or alter their forward-looking statements, whether as a result of new information, future events or otherwise.
Kansas City Southern
William H. Galligan, 816-983-1551