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

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

Approximately 94% of Total Outstanding Senior Notes Tendered

Kansas City, Missouri, November 23, 2015

Kansas City Southern (KCS) (NYSE: KSU) announced today the results as of 5:00 p.m., New York City time, on November 23, 2015 (the Early Participation Date), of the previously announced exchange offers (the Exchange Offers) for 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) and the related consent solicitations (the Consent Solicitations). The Consent Solicitations sought consents (the Consents) on behalf of KCSR or KCSM, as applicable, from each Eligible Holder (as defined below) of the Existing Notes relating to certain proposed amendments (the Proposed Amendments) to the indentures governing the Existing Notes (collectively, the Existing Indentures).

The results of the Exchange Offers and Consent Solicitations as of the Early Participation Date are as follows:

Issuer of Notes to

be Exchanged

Series of Notes to be

Principal Amount


Principal Amount of

Existing Notes Validly

Tendered (and not validly

withdrawn) ($mm)

Approximate Percentage

of Existing Notes Validly

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


Based on the receipt of the requisite number of consents, KCSR or KCSM, as applicable, and the guarantors, if any, have executed supplements to each of the Existing Indentures (each, a Supplemental Indenture) with the trustee under each Existing Indenture with respect to the applicable Proposed Amendments. Each Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until KCS accepts the applicable Existing Notes for exchange in the applicable Exchange Offer. The right of Eligible Holders to validly withdraw tendered Existing Notes and validly revoke delivered Consents expired upon execution of the applicable Supplemental Indentures (such date and time with respect to each Supplemental Indenture, the Withdrawal Date), except as required by law.

Eligible Holders who have not yet tendered their Existing Notes have until 11:59 p.m., New York City time, on December 8, 2015, unless extended by KCS (the Expiration Date), to tender their Existing Notes pursuant to the Exchange Offers. However, Existing Notes tendered and Consents delivered after the applicable Withdrawal Date may not be validly withdrawn or revoked, except as required by law. Any such Eligible Holders who validly tender (and do not validly withdraw) their Existing Notes after the Early Participation Date and on or prior to the

Expiration Date will receive, in exchange for each $1,000 principal amount of Existing Notes, $970 principal amount of new notes to be issued by KCS (collectively, the KCS Notes) of like tenor and coupon and the consent payment of $2.50 in cash. In addition...