Actionable news
0
All posts from Actionable news
Actionable news in KSU: KANSAS CITY SOUTHERN,

Kansas City: Kcs Announces Exchange Offers And Consent SOLICITATIONS FOR $2.125 BILLION OF SENIOR NOTES

The following excerpt is from the company's SEC filing.

Kansas City Missouri, November 9, 2015

Kansas City Southern (KCS) (NYSE: KSU) announced today that it has commenced offers to exchange (the Exchange Offers) any and all outstanding notes of the series set forth on the table below issued by its wholly-owned subsidiaries (i) The Kansas City Southern Railway Company (KCSR) and (ii) Kansas City Southern de México, S.A. de C.V. (KCSM) (collectively, the Existing Notes), for the consideration summarized in the table below, consisting of new notes to be issued by KCS (collectively, the KCS Notes) and cash.

KCS is conducting the Exchange Offers to simplify its capital structure, improve its credit profile and enhance the secondary market liquidity of its debt securities by providing current holders of Existing Notes the option to obtain securities issued by KCS.

The Exchange Offers and Consent Solicitations (as defined below) are being made, and the KCS Notes are being offered and will be issued, only (a) in the United States to holders of Existing Notes who are qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act)) and (b) outside the United States to holders of Existing Notes who are persons other than U.S. persons in reliance upon Regulation S under the Securities Act (collectively, Eligible Holders).

Consideration per $1,000 Principal Amount of Existing Notes Tendered

Exchange Consideration

Participation

Premium

Total Consideration

Issuer of

Notes to be

Exchanged

Series of

Notes to be

Outstanding

CUSIP No.

Series of KCS

Notes to be Issued

(principal

amount)

Payment

3.85% Senior

Notes due 2023

485188 AM8

4.30% Senior

Notes due 2043

485188 AN6

4.95% Senior

Notes due 2045

485188 AP1

Floating Rate

Senior Notes

due 2016

485161 AU7

2.35% Senior

Notes due 2020

485161 AQ6

3.00% Senior

Notes due 2023

485161 AS2

In exchange for each $1,000 principal amount of Existing Notes that are validly tendered (and not validly withdrawn) on or prior to 5:00 p.m., New York City time, on November 23, 2015, unless extended by KCS (the Early Participation Date), Eligible Holders thereof will receive the total consideration set out in the table above (the Total Consideration), which consists of $1,000 principal amount of KCS Notes of like tenor and coupon and the consent payment set out in the table above (the Consent Payment) of $2.50 in cash. The Total Consideration includes the early participation premium set out in the table above (the Early Participation Premium) of $30 principal amount of KCS Notes. In exchange for each $1,000 principal amount of Existing Notes that is validly

tendered (and not validly withdrawn) after the Early Participation Date but on or prior to 11:59 p.m., New York City time, on December 8, 2015, unless extended by KCS (the Expiration Date), Eligible Holders thereof will receive only the exchange consideration set out in the table above (the Exchange Consideration), which consists of $970 principal amount of KCS Notes of like tenor and coupon and the Consent Payment of $2.50 in cash. The Exchange Consideration is equal to the Total Consideration less the Early Participation Premium. In addition, participating Eligible Holders who validly tender (and do not validly withdraw) will receive accrued and unpaid interest in cash on their accepted Existing Notes, up to, but not including, the settlement date. Each KCS Note issued in exchange for an Existing Note will have an interest rate, interest payment dates and maturity date that are identical and redemption provisions that are substantially similar to the tendered Existing Note, and will bear interest from the settlement date.

The KCS Notes will be jointly and severally guaranteed by KCSR and each other current and future domestic subsidiary of KCS (collectively, the Note Guarantors) that guarantees a new $800.0 million revolving credit facility of KCS (the KCS Revolving Credit Facility) or certain other debt of KCS or a Note Guarantor. KCS has received commitments from certain financial institutions for the entire amount of the KCS Revolving Credit...


More