Canadian Pacific Railway $3 billion exchange offers and consent solicitations

Davis Polk advised the dealer managers in connection with the registered offers by Canadian Pacific Railway Company of $226,823,000 aggregate principal amount of its 3.125% senior notes due 2026, $414,838,000 aggregate principal amount of its 2.875% notes due 2029, $448,453,000 aggregate principal amount of its 4.300% notes due 2043, $462,991,000 aggregate principal amount of its 4.950% notes due 2045, $497,861,000 aggregate principal amount of its 4.700% senior notes due 2048, $542,518,000 aggregate principal amount of its 3.500% senior notes due 2050 and $420,463,000 aggregate principal amount of its 4.200% senior notes due 2069 for Kansas City Southern’s outstanding 3.125% senior notes due 2026, 2.875% senior notes due 2029, 4.300% senior notes due 2043, 4.950% senior notes due 2045, 4.700% senior notes due 2048, 3.500% senior notes due 2050 and 4.200% senior notes due 2069.

We also advised the dealer managers on the related solicitations of consent from the holders of the Kansas City Southern notes to amend the indenture governing those notes. Canadian Pacific Railway Company’s newly issued notes are guaranteed by Canadian Pacific Kansas City Limited (formerly known as Canadian Pacific Railway Limited), the parent company of Canadian Pacific Railway Company.

Based in Alberta, Canada, Canadian Pacific Kansas City Limited is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. The exchange offers and consent solicitations were conducted in connection with the merger between Canadian Pacific Railway Limited and Kansas City Southern, a transaction which has created Canadian Pacific Kansas City Limited, the only single-line railroad linking the United States, Mexico and Canada.

The Davis Polk capital markets team included partner Derek Dostal, counsel Jennifer Ying Lan and associate Rachel Jang. Partner Corey M. Goodman and associate Justin Corvino provided tax advice. Counsel David A. Zilberberg provided environmental advice. All members of the Davis Polk team are based in the New York office.