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Press release from Business Wire

KCS Announces Expiration of Tender Offers and Consent Solicitations

Wednesday, May 08, 2013

KCS Announces Expiration of Tender Offers and Consent Solicitations

11:07 EDT Wednesday, May 08, 2013

KANSAS CITY, Mo. (Business Wire) -- Kansas City Southern (“KCS”) (NYSE: KSU) announced today that following the expiration on May 7, 2013 (the “Expiration Date”), of the previously announced cash tender offers (the “Tender Offers”) by its wholly-owned subsidiary, Kansas City Southern de México, S.A. de C.V., a Mexican corporation (“KCSM”), for KCSM's 6.125% Senior Notes due 2021 (the “Maximum Tender Offer Notes”), 8% Senior Notes due 2018 (the “2018 Notes”) and 6.625% Senior Notes due 2020 (the “2020 Notes and, collectively with the Maximum Tender Offer Notes and the 2018 Notes, the “Notes”), KCSM has completed the settlement of $149,685,000 in aggregate principal amount of Maximum Tender Offer Notes and $5,000 in additional aggregate principal amount of 2018 Notes. KCSM funded the settlement with a portion of the proceeds from its $725 million offering of senior notes completed on May 3, 2013.

On May 3, 2013, KCSM paid aggregate consideration of $473.7 million for early settlement of the 2018 Notes and 2020 Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on April 23, 2013 (the “Early Tender Deadline”). An additional $5,000 of 2018 Notes was validly tendered and not validly withdrawn subsequent to the Early Tender Deadline and prior to midnight, New York City time on the Expiration Date and received today the Tender Offer Consideration as described in the Offer to Purchase and Consent Solicitation Statement dated April 10, 2013 (the “Offer to Purchase”). No additional 2020 Notes were tendered subsequent to the Early Tender Deadline. As described in the Offer to Purchase and as set forth below, KCSM today accepted for payment and paid consideration for, on a prorated basis, an amount of Maximum Tender Offer Notes such that the aggregate consideration paid for all Notes accepted for payment did not exceed $650 million.

                   
Title of Security     CUSIP Numbers    

Outstanding
Aggregate
Principal Amount
(millions)

   

Principal Amount
Tendered

   

Principal Amount
Accepted

   

Aggregate
Consideration For
All Notes Accepted
for Purchase

8% Senior Notes due 2018     485161AH6     $300.0     $237,207,000     $237,207,000     $259,625,284
6.625% Senior Notes due 2020     485161AK9     $185.0     $180,970,000     $180,970,000     $214,065,794
6.125% Senior Notes due 2021     485161AM5     $200.0     $181,872,000     $149,685,000     $176,304,980
 

BofA Merrill Lynch acted as the Dealer Manager and Solicitation Agent for the Offers. Persons with questions regarding any of the Tender 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 Tender Offers, at (800) 829-6551 or (212) 269-5550 and by email: kcs@dfking.com.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any of the Notes.

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 Kansas City Southern de Mexico, S.A. de C.V., 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
bgalligan@kcsouthern.com

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