UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2015 (November 23, 2015)

 

 

Kansas City Southern

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-4717   44-0663509

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

427 West 12th Street

Kansas City, Missouri 64105

(Address of principal executive office)(Zip Code)

(816) 983-1303

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry Into a Material Definitive Agreement

On November 23, 2015, after Kansas City Southern (the “Company”) received the requisite applicable consents in the exchange offers and related consent solicitations relating to the Existing Notes (as defined below) described in Item 8.01 below, The Kansas City Southern Railway Company (“KCSR”) or Kansas City Southern de México, S.A. de C.V. (“KCSM”), as applicable, the guarantors, if any, and U.S. Bank National Association, as trustee (the “Trustee”), executed a supplemental indenture to each indenture governing the Existing Notes (the “Existing Indentures”) with respect to the applicable proposed amendments. As previously disclosed, each supplemental indenture eliminates, among other things, (i) covenants in the applicable Existing Indenture with respect to (a) liens, (b) changes of control, (c) additional guarantors (if applicable), (d) reports and (e) to the extent described in the confidential offering memorandum and consent solicitation statement, dated November 9, 2015, consolidations, mergers and sales of assets and (ii) all events of default with respect to the applicable Existing Notes, other than events of default relating to the failure to pay principal of (or premium, if any, on) and interest on such Existing Notes and the enforceability of the guarantees (if any). This summary of the terms of the supplemental indentures is qualified in its entirety by reference to the supplemental indentures, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 8.01. Other Events

On November 23, 2015, the Company issued a press release announcing the results as of 5:00 p.m., New York City time, on November 23, 2015, of the previously announced exchange offers for any and all outstanding notes of certain series issued by its wholly-owned subsidiaries KCSR and KCSM (collectively, the “Existing Notes”) and the related consent solicitations. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number

  

Description

4.1    First Supplemental Indenture, dated November 23, 2015, among KCSR, the guarantors party thereto and the Trustee, governing the 3.85% Senior Notes due 2023
4.2    First Supplemental Indenture, dated November 23, 2015, among KCSR, the guarantors party thereto and the Trustee, governing the 4.30% Senior Notes due 2043
4.3    Second Supplemental Indenture, dated November 23, 2015, among KCSR, the guarantors party thereto and the Trustee, governing the 4.95% Senior Notes due 2045
4.4    First Supplemental Indenture, dated November 23, 2015, between KCSM and the Trustee, governing the Floating Rate Senior Notes due 2016
4.5    First Supplemental Indenture, dated November 23, 2015, between KCSM and the Trustee, governing the 2.35% Senior Notes due 2020
4.6    First Supplemental Indenture, dated November 23, 2015, between KCSM and the Trustee, governing the 3.00% Senior Notes due 2023
99.1    Press Release regarding early participation results of the Exchange Offers and Consent Solicitations, dated November 23, 2015

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

KANSAS CITY SOUTHERN
By:  

/s/ Adam J. Godderz

Name:   Adam J. Godderz
Title:   Corporate Secretary

Date: November 24, 2015

 

3


EXHIBIT INDEX

 

Exhibit
Number

  

Description

4.1    First Supplemental Indenture, dated November 23, 2015, among KCSR, the guarantors party thereto and the Trustee, governing the 3.85% Senior Notes due 2023
4.2    First Supplemental Indenture, dated November 23, 2015, among KCSR, the guarantors party thereto and the Trustee, governing the 4.30% Senior Notes due 2043
4.3    Second Supplemental Indenture, dated November 23, 2015, among KCSR, the guarantors party thereto and the Trustee, governing the 4.95% Senior Notes due 2045
4.4    First Supplemental Indenture, dated November 23, 2015, between KCSM and the Trustee, governing the Floating Rate Senior Notes due 2016
4.5    First Supplemental Indenture, dated November 23, 2015, between KCSM and the Trustee, governing the 2.35% Senior Notes due 2020
4.6    First Supplemental Indenture, dated November 23, 2015, between KCSM and the Trustee, governing the 3.00% Senior Notes due 2023
99.1    Press Release regarding early participation results of the Exchange Offers and Consent Solicitations, dated November 23, 2015

 

4



Exhibit 4.1

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23, 2015 (the “Effective Date”), among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of October 29, 2013, with respect to the issuance by the Company of its 3.85% Senior Notes due 2023 (the “Notes”);

WHEREAS, Section 11.02(a) of the Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes, the Company, the Guarantors and the Trustee may amend the Indenture as set forth therein;

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the “Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”);

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof provided to the Company and the Trustee;

WHEREAS, the Company, the Guarantors and the Trustee are entering into this Supplemental Indenture in order to effect the Amendments; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company, the Guarantors and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows:

ARTICLE I

AMENDMENT OF THE INDENTURE

1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Indenture.


1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is amended as follows:

(a) Each of the following Sections of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”:

SECTION 4.03 Limitation on Liens.

SECTION 4.04 Change of Control Repurchase Event.

SECTION 4.05 Additional Guarantors.

SECTION 4.07 Reports.

(b) Clause (ii) of Section 5.01 of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

(c) Each of Sections 6.01(c), (d) and (e) of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

ARTICLE II

MISCELLANEOUS

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer.

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee.

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.

2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof.

 

- 2 -


2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an original, but all such counterparts together will constitute one and the same instrument.

2.08. Trust Indenture Act Controls. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

[signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

THE KANSAS CITY SOUTHERN RAILWAY COMPANY, as the Issuer
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President & Treasurer
KANSAS CITY SOUTHERN, as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Executive Vice President and Chief Financial Officer
GATEWAY EASTERN RAILWAY COMPANY, as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
SOUTHERN DEVELOPMENT COMPANY, as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
THE KANSAS CITY NORTHERN RAILWAY COMPANY, as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
TRANS-SERVE, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer

 

Signature Page – Supplemental Indenture (KCSR 2023 Notes)


KCS HOLDINGS I, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
KCS VENTURES I, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
SOUTHERN INDUSTRIAL SERVICES, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
VEALS, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
PABTEX, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer

 

Signature Page – Supplemental Indenture (KCSR 2023 Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Michael M. Hopkins

  Name:   Michael M. Hopkins
  Title:   Vice President

 

Signature Page – Supplemental Indenture (KCSR 2023 Notes)



Exhibit 4.2

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23, 2015 (the “Effective Date”), among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of April 29, 2013, with respect to the issuance by the Company of its 4.30% Senior Notes due 2043 (the “Notes”);

WHEREAS, Section 11.02(a) of the Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes, the Company, the Guarantors and the Trustee may amend the Indenture as set forth therein;

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the “Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”);

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof provided to the Company and the Trustee;

WHEREAS, the Company, the Guarantors and the Trustee are entering into this Supplemental Indenture in order to effect the Amendments; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company, the Guarantors and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows:

ARTICLE I

AMENDMENT OF THE INDENTURE

1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Indenture.


1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is amended as follows:

(a) Each of the following Sections of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”:

SECTION 4.03 Limitation on Liens.

SECTION 4.04 Change of Control Repurchase Event.

SECTION 4.05 Additional Guarantors.

SECTION 4.07 Reports.

(b) Clause (ii) of Section 5.01 of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

(c) Each of Sections 6.01(c), (d) and (e) of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

ARTICLE II

MISCELLANEOUS

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer.

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee.

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.

2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof.

 

- 2 -


2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an original, but all such counterparts together will constitute one and the same instrument.

2.08. Trust Indenture Act Controls. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

[signature page follows]

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

THE KANSAS CITY SOUTHERN RAILWAY COMPANY, as the Issuer
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President & Treasurer
KANSAS CITY SOUTHERN, as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Executive Vice President and Chief Financial Officer
GATEWAY EASTERN RAILWAY COMPANY, as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
SOUTHERN DEVELOPMENT COMPANY, as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
THE KANSAS CITY NORTHERN RAILWAY COMPANY, as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
TRANS-SERVE, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer

 

Signature Page – Supplemental Indenture (KCSR 2043 Notes)


KCS HOLDINGS I, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
KCS VENTURES I, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
SOUTHERN INDUSTRIAL SERVICES, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
VEALS, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
PABTEX, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer

 

Signature Page – Supplemental Indenture (KCSR 2043 Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Michael M. Hopkins

  Name:   Michael M. Hopkins
  Title:   Vice President

 

Signature Page – Supplemental Indenture (KCSR 2043 Notes)



Exhibit 4.3

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23, 2015 (the “Effective Date”), among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee a Base Indenture, dated as of July 27, 2015 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of July 27, 2015 (the “First Supplemental Indenture”; the Base Indenture, as amended by the First Supplemental Indenture, the “Indenture”) with respect to the issuance by the Company of its 4.95% Senior Notes due 2045 (the “Notes”);

WHEREAS, Section 11.02(a) of the Base Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes, the Company, the Guarantors and the Trustee may amend the Indenture as set forth therein;

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the “Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”);

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof provided to the Company and the Trustee;

WHEREAS, the Company, the Guarantors and the Trustee are entering into this Supplemental Indenture in order to effect the Amendments; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company, the Guarantors and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows:

ARTICLE I

AMENDMENT OF THE INDENTURE

1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Base Indenture or Section 1.02 of the First Supplemental Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Base Indenture or Section 1.02 of the First Supplemental Indenture, as applicable.


1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is amended as follows:

(a) Each of the following Sections of the First Supplemental Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”:

SECTION 4.06 Limitation on Liens.

SECTION 4.07 Offer to Repurchase Upon Change of Control Repurchase Event.

SECTION 4.08 Additional Guarantors.

SECTION 4.09 Reports.

(b) Solely with respect to the Notes, clause (b) of Section 5.01 of the Base Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

(c) Solely with respect to the Notes, each of Sections 6.01(c), (d) and (e) of the Base Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

ARTICLE II

MISCELLANEOUS

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer.

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee.

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York.

2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

- 2 -


2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof.

2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an original, but all such counterparts together will constitute one and the same instrument.

2.08. Trust Indenture Act Controls. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

[signature page follows]

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

THE KANSAS CITY SOUTHERN RAILWAY COMPANY, as the Issuer
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President & Treasurer
KANSAS CITY SOUTHERN, as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Executive Vice President and Chief Financial Officer
GATEWAY EASTERN RAILWAY COMPANY, as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
SOUTHERN DEVELOPMENT COMPANY, as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
THE KANSAS CITY NORTHERN RAILWAY COMPANY, as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
TRANS-SERVE, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer

 

Signature Page – Supplemental Indenture (KCSR 2045 Notes)


KCS HOLDINGS I, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
KCS VENTURES I, INC., as Guarantor
By:  

/s/ Michael W. Cline

  Name:   Michael W. Cline
  Title:   Vice President and Treasurer
SOUTHERN INDUSTRIAL SERVICES, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
VEALS, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer
PABTEX, INC., as Guarantor
By:  

/s/ Michael W. Upchurch

  Name:   Michael W. Upchurch
  Title:   Vice President, Chief Financial Officer and Treasurer

 

Signature Page – Supplemental Indenture (KCSR 2045 Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Michael M. Hopkins

  Name:   Michael M. Hopkins
  Title:   Vice President

 

Signature Page – Supplemental Indenture (KCSR 2045 Notes)



Exhibit 4.4

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23, 2015 (the “Effective Date”), between KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of October 29, 2013, with respect to the issuance by the Company of its Floating Rate Senior Notes due 2016 (the “Notes”);

WHEREAS, Section 10.02(a) of the Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes, the Company and the Trustee may amend the Indenture as set forth therein;

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the “Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”);

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof provided to the Company and the Trustee;

WHEREAS, the Company and the Trustee are entering into this Supplemental Indenture in order to effect the Amendments; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders as follows:

ARTICLE I

AMENDMENT OF THE INDENTURE

1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Indenture.


1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is amended as follows:

(a) Each of the following Sections of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”:

SECTION 4.03 Limitation on Liens.

SECTION 4.04 Change of Control Repurchase Event.

SECTION 4.06 Reports.

SECTION 4.09 Comisión Nacional Bancaria y de Valores.

SECTION 4.10 Listing.

(b) Clause (ii) of Section 5.01 of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

(c) Each of Sections 6.01(c), (d) and (e) of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

ARTICLE II

MISCELLANEOUS

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer.

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee.

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York. Each of the parties hereto hereby submits to the jurisdiction of the U.S. federal and New York state courts located in the Borough of Manhattan, City and State of New York for purposes of all legal actions and proceedings instituted in connection with this Supplemental Indenture, and the Company hereby waives any objection which it may now have or hereafter have to the laying of venue of any such action or proceeding and any right to which it may be entitled on account of place of residence or domicile.

 

- 2 -


2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof.

2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an original, but all such counterparts together will constitute one and the same instrument.

2.08. Trust Indenture Act Controls. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

[signature page follows]

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

KANSAS CITY SOUTHERN DE MÉXICO, S.A. de C.V., as the Issuer
By:   

/s/ Michael W. Cline

  Name:    Michael W. Cline
  Title:   Vice President & Treasurer

 

Signature Page – Supplemental Indenture (KCSM Floating Rate Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:   

/s/ Michael M. Hopkins

  Name:    Michael M. Hopkins
  Title:   Vice President

 

Signature Page – Supplemental Indenture (KCSM Floating Rate Notes)



Exhibit 4.5

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23, 2015 (the “Effective Date”), between KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of May 3, 2013, with respect to the issuance by the Company of its 2.35% Senior Notes due 2020 (the “Notes”);

WHEREAS, Section 10.02(a) of the Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes, the Company and the Trustee may amend the Indenture as set forth therein;

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the “Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”);

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof provided to the Company and the Trustee;

WHEREAS, the Company and the Trustee are entering into this Supplemental Indenture in order to effect the Amendments; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders as follows:

ARTICLE I

AMENDMENT OF THE INDENTURE

1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Indenture.


1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is amended as follows:

(a) Each of the following Sections of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”:

SECTION 4.03 Limitation on Liens.

SECTION 4.04 Change of Control Repurchase Event.

SECTION 4.06 Reports.

SECTION 4.09 Comisión Nacional Bancaria y de Valores.

SECTION 4.10 Listing.

(b) Clause (ii) of Section 5.01 of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

(c) Each of Sections 6.01(c), (d) and (e) of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

ARTICLE II

MISCELLANEOUS

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer.

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee.

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York. Each of the parties hereto hereby submits to the jurisdiction of the U.S. federal and New York state courts located in the Borough of Manhattan, City and State of New York for purposes of all legal actions and proceedings instituted in connection with this Supplemental Indenture, and the Company hereby waives any objection which it may now have or hereafter have to the laying of venue of any such action or proceeding and any right to which it may be entitled on account of place of residence or domicile.

 

- 2 -


2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof.

2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an original, but all such counterparts together will constitute one and the same instrument.

2.08. Trust Indenture Act Controls. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

[signature page follows]

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

KANSAS CITY SOUTHERN DE MÉXICO, S.A. de C.V., as the Issuer
By:   

/s/ Michael W. Cline

  Name:    Michael W. Cline
  Title:   Vice President & Treasurer

 

Signature Page – Supplemental Indenture (KCSM 2020 Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:   

/s/ Michael M. Hopkins

  Name:    Michael M. Hopkins
  Title:   Vice President

 

Signature Page – Supplemental Indenture (KCSM 2020 Notes)



Exhibit 4.6

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 23, 2015 (the “Effective Date”), between KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of May 3, 2013, with respect to the issuance by the Company of its 3.00% Senior Notes due 2023 (the “Notes”);

WHEREAS, Section 10.02(a) of the Indenture provides that, with the consent of the Holders (as defined in the Indenture) of a majority in aggregate principal amount of the then outstanding Notes, the Company and the Trustee may amend the Indenture as set forth therein;

WHEREAS, pursuant to a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 9, 2015 (the “Offering Memorandum”), Kansas City Southern (“KCS”), on behalf of the Company, offered to exchange (the “Exchange Offer”) all outstanding Notes for notes to be issued by KCS and cash and solicited consents (the “Consent Solicitation”) to the amendments to the Indenture described herein (the “Amendments”);

WHEREAS, Holders of a majority in aggregate principal amount of the outstanding Notes have consented to the Amendments by tendering and not withdrawing their Notes in the Exchange Offer and by delivering and not revoking consents to the Amendments pursuant to the terms of the Offering Memorandum, as evidenced by a certificate of D.F. King & Co., Inc. of even date hereof provided to the Company and the Trustee;

WHEREAS, the Company and the Trustee are entering into this Supplemental Indenture in order to effect the Amendments; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders as follows:

ARTICLE I

AMENDMENT OF THE INDENTURE

1.01. Amendments to Defined Terms in the Indenture. Any defined term appearing in Section 1.01 of the Indenture, and all references thereto, that is used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.02 of this Supplemental Indenture shall be deleted in its entirety from Section 1.01 of the Indenture.


1.02. Amendments to the Indenture. Subject to Section 2.02 hereof, the Indenture is amended as follows:

(a) Each of the following Sections of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”:

SECTION 4.03 Limitation on Liens.

SECTION 4.04 Change of Control Repurchase Event.

SECTION 4.06 Reports.

SECTION 4.09 Comisión Nacional Bancaria y de Valores.

SECTION 4.10 Listing.

(b) Clause (ii) of Section 5.01 of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

(c) Each of Sections 6.01(c), (d) and (e) of the Indenture is hereby deleted in its entirety and replaced in lieu thereof with the word “[Reserved]”.

ARTICLE II

MISCELLANEOUS

2.01. Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture.

2.02. Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. However, the Amendments shall become operative only at such time as the Company accepts a majority in aggregate principal amount of Notes then outstanding for exchange in the Exchange Offer.

2.03. Concerning the Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company, and not of the Trustee.

2.04. Governing Law. This Supplemental Indenture shall be governed by the laws of the State of New York. Each of the parties hereto hereby submits to the jurisdiction of the U.S. federal and New York state courts located in the Borough of Manhattan, City and State of New York for purposes of all legal actions and proceedings instituted in connection with this Supplemental Indenture, and the Company hereby waives any objection which it may now have or hereafter have to the laying of venue of any such action or proceeding and any right to which it may be entitled on account of place of residence or domicile.

 

- 2 -


2.05. Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.06. Definitions; Effect of Headings. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. The section headings herein are for convenience only and shall not effect the construction thereof.

2.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which will be deemed to be an original, but all such counterparts together will constitute one and the same instrument.

2.08. Trust Indenture Act Controls. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in the Indenture or this Supplemental Indenture by operation of Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

[signature page follows]

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

KANSAS CITY SOUTHERN DE MÉXICO, S.A. de C.V., as the Issuer
By:   

/s/ Michael W. Cline

  Name:    Michael W. Cline
  Title:   Vice President & Treasurer

 

Signature Page – Supplemental Indenture (KCSM 2023 Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:   

/s/ Michael M. Hopkins

  Name:    Michael M. Hopkins
  Title:   Vice President

 

Signature Page – Supplemental Indenture (KCSM 2023 Notes)



Exhibit 99.1

 

LOGO

KCS ANNOUNCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS

EARLY RESULTS FOR $2.125 BILLION OF SENIOR NOTES

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

Exchanged

   Principal Amount
Outstanding
($mm)
     CUSIP No.      Principal Amount of
Existing Notes Validly
Tendered (and not validly
withdrawn) ($mm)
     Approximate Percentage
of Existing Notes Validly
Tendered
 

KCSR

   3.85% Senior Notes due 2023    $ 200         485188 AM8       $ 195.0         97.5

KCSR

   4.30% Senior Notes due 2043    $ 450         485188 AN6       $ 420.2         93.4

KCSR

   4.95% Senior Notes due 2045    $ 500         485188 AP1       $ 474.7         95.0

KCSM

   Floating Rate Senior Notes due 2016    $ 250         485161 AU7       $ 244.8         97.9

KCSM

   2.35% Senior Notes due 2020    $ 275         485161 AQ6       $ 237.6         86.4

KCSM

   3.00% Senior Notes due 2023    $ 450         485161 AS2       $ 434.2         96.5
     

 

 

       

 

 

    

 

 

 

TOTAL

      $ 2,125          $ 2,006.6         94.4

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, 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.

On the settlement date, which is expected to occur promptly following the Expiration Date, KCS will accept for purchase, and will pay the applicable consideration for, all Existing Notes that were validly tendered (and not validly withdrawn) in the Exchange Offer on or prior to the Expiration Date. The Existing Notes that remain outstanding after the settlement date will be governed by the applicable Existing Indenture, as amended by the related Supplemental Indenture.

The consummation of each Exchange Offer and Consent Solicitation is subject to and conditional upon the satisfaction or waiver of a number of conditions as described in the confidential offering memorandum and consent solicitation statement dated November 9, 2015 (the “Offering Memorandum”), including, among other things, that KCS enter into a new $800.0 million revolving credit facility on the settlement date. In addition, KCS has the right to amend or terminate any of the Exchange Offers and Consent Solicitations and extend the Expiration Date or Early Participation Date for any of the Exchange Offers and Consent Solicitations in its sole discretion.

The Exchange Offers and Consent Solicitations 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”).

KCS has retained D.F. King & Co., Inc. to serve as the information agent and exchange agent (the “Information Agent and Exchange Agent”) for the Exchange Offers and Consent Solicitations. Requests for documents, including the Offering Memorandum, may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 (brokers and banks) or (800) 821-8784 (all others), in writing at 48 Wall Street, 22nd Floor, New York, New York 10005 or by email at kcs@dfking.com.

The KCS Notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer. KCS and the guarantors will enter into a registration rights agreement with respect to the KCS Notes and the note guarantees.

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 securities. The Exchange Offers and Consent Solicitations are made only by and pursuant to the terms of the Offering Memorandum. None of KCS, KCSR, KCSM, the dealer managers or the Information Agent and Exchange Agent makes any recommendations as to whether holders should tender their Existing Notes in the Exchange Offers and Consent Solicitations. Holders must make their own decisions as to whether to tender Existing Notes and, if so, the principal amount of Existing Notes to tender.

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 KCSR, serving the central and south central U.S. Its international holdings include KCSM, 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” within the meaning of the securities laws concerning potential future events involving KCS and its subsidiaries, which could materially differ from the events that actually occur. Words such as “projects,” “estimates,” “forecasts,” “believes,” “intends,” “expects,” “anticipates,” and similar expressions are intended to identify many of these forward-looking statements. Such forward-looking statements are based upon information currently available to management and management’s perception thereof as of the date hereof. Differences that actually occur could be caused by a number of external factors over which

 

2


management has little or no control, including: competition and consolidation within the transportation industry; the business environment in industries that produce and use items shipped by rail; loss of the rail concession of KCS’ subsidiary, KCSM; the termination of, or failure to renew, agreements with customers, other railroads and third parties; interest rates; access to capital; disruptions to KCS’ technology infrastructure, including its computer systems; natural events such as severe weather, hurricanes and floods; market and regulatory responses to climate change; credit risk of customers and counterparties and their failure to meet their financial obligations; legislative and regulatory developments and disputes; rail accidents or other incidents or accidents on KCS’ rail network or at KCS’ facilities or customer facilities involving the release of hazardous materials, including toxic inhalation hazards; fluctuation in prices or availability of key materials, in particular diesel fuel; dependency on certain key suppliers of core rail equipment; changes in securities and capital markets; availability of qualified personnel; labor difficulties, including strikes and work stoppages; insufficiency of insurance to cover lost revenue, profits or other damages; acts of terrorism or risk of terrorist activities; war or risk of war; domestic and international economic conditions; political and economic conditions in Mexico and the level of trade between the United States and Mexico; increased demand and traffic congestion; the outcome of claims and litigation involving KCS or its subsidiaries; and other factors affecting the operation of the business. More detailed information about factors that could affect future events may be found in filings by KCS with the Securities and Exchange Commission, including KCS’ Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-4717) and subsequent reports. 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 is not obligated to update any forward-looking statements to reflect future events or developments.

Kansas City Southern

William H. Galligan, 816-983-1551

bgalligan@kcsouthern.com

 

3

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