CALGARY, June 11 /PRNewswire-FirstCall/ -- Canadian Pacific Railway Limited (TSX/NYSE: CP) today announced the purchase by its wholly-owned subsidiary, Canadian Pacific Railway Company, of US$475 million aggregate principal amount of debt securities pursuant to its previously announced tender offer, which expired as of 12:00 midnight, New York City time, on June 10, 2009.
The table below identifies the principal amount of each series of securities validly tendered in the tender offer and the principal amount that CP has accepted for purchase under the terms of the Offer to Purchase as well as the applicable proration factors. The amounts of each series of securities purchased in the tender offer were determined based on the aggregate principal amount of each series of securities validly tendered and not validly withdrawn on or before the expiration date, in accordance with the priorities and maximum tender amounts of each series of debt securities identified in the "Acceptance Priority Level and Maximum Tender Amount" column in the table below and subject to the maximum tender offer amount of US$475 million. The principal amount tendered of each series of securities subject to the tender offer exceeded the respective principal amounts being accepted for purchase pursuant to the Offer to Purchase, therefore purchases of tendered securities of each series of securities will be subject to proration by the factor identified in the "Proration Factor" column in the table below.
The consideration for the securities accepted for purchase as set forth in the Offer to Purchase, plus accrued and unpaid interest, will be paid by CP today to The Depository Trust Company, which will allocate such funds to the holders entitled thereto. Securities that have been tendered but not accepted for purchase will be promptly returned to the tendering parties.
The following table identifies the principal amount of each series of securities validly tendered in the tender offer and the principal amount that CP has accepted for purchase under the terms of the offer to purchase.
NOTES SUBJECT TO THE TENDER OFFER The following table provides the estimated aggregate principal amount validly tendered and not validly withdrawn for each series of debt securities subject to the tender offer as of 12:00 midnight, New York City time, on June 10, 2009.
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Acceptance
Priority
Level
and
Title Maximum Maximum Principal
CUSIP of Tender Tender Amount
Number Security Amount Amount Tendered
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6.250%
Notes
13645RAC8 due 1 US$400,000,000 US$154,250,000
October
15,
2011 5.750%
Notes
13645RAG9 due 2 US$400,000,000 US$298,580,000
May 15,
2013 6.500%
Notes
13645RAH7 due 3 US$75,000,000 US$93,138,000
May 15,
2018
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Acceptance
Priority
Level
and
Title Maximum Principal
CUSIP of Tender Amount Proration
Number Security Amount Accepted Factor
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6.250%
Notes
13645RAC8 due 1 US$154,250,000 N/A
October
15,
2011 5.750%
Notes
13645RAG9 due 2 US$298,580,000 N/A
May 15,
2013 6.500%
Notes
13645RAH7 due 3 US$22,170,000 0.23846
May 15,
2018 This press release is neither an offer to purchase, nor a solicitation for acceptance of the tender offer. CP is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal, as amended by this press release.
The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letter of Transmittal, as amended by the press release issued by CP on May 28, 2009 and this press release. Holders are urged to read the tender offer documents carefully. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at (866) 470-3900 (US toll-free) and (212) 430-3774 (collect).
J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are the Dealer Managers for the tender offer. Questions regarding the tender offer may be directed to J.P. Morgan Securities Inc., Liability Management Group at (866) 834-4666 (toll-free) and (212) 834-4802 (collect) or to Morgan Stanley & Co. Incorporated at (800) 624-1808 (toll free) or (212) 761-5384 (collect).
About Canadian Pacific Canadian Pacific, through the ingenuity of its employees located across Canada and in the United States, intends to be the safest, most fluid railway in North America. Our people are the key to delivering innovative transportation solutions to our customers and to ensuring the safe operation of our trains through the more than 900 communities where we operate. Canadian Pacific is proud to be the official rail freight services provider for the Vancouver 2010 Olympic and Paralympic Winter Games. DATASOURCE: Canadian Pacific CONTACT: Media Contact: Leslie Pidcock, Canadian Pacific, Tel.: (403) 319-6878, e-mail: ; Investment Community: Janet Weiss, Canadian Pacific, Tel.: (403) 319-3591, e-mail:
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