Kansas City Southern (KCS) (NYSE: KSU) announced today that its
wholly-owned subsidiary, Kansas City Southern de Mexico, S.A. de C.V., a
Mexican corporation (the Company), has upsized its previously announced
cash tender offer. Under the terms of the upsized offer, the Company
will purchase up to $290 million aggregate principal amount (the Tender
Cap) of its 9?% Senior Notes due 2012 (CUSIP No. 872402AK8 and ISIN No.
US872402AK85) (the 2012 Notes). Other than the new Tender Cap, the other
terms and conditions of the tender offer set forth in the Offer to
Purchase dated January 7, 2010 (the Offer to Purchase), remain
unchanged. The Company may amend, extend or, subject to certain
conditions, terminate the tender offer.
The Company has engaged Banc of America Securities LLC as the Dealer
Manager for the tender offer. Persons with questions regarding the
tender offer should contact Banc of America Securities LLC Debt Advisory
Services at 888-292-0070 (U.S. toll-free) or at 980-388-9217. Requests
for copies of the Offer to Purchase and any other documents should be
directed to D.F. King & Co., Inc., the Information Agent for the tender
offer, at 800-659-5550 (U.S. toll-free) or 212-269-5550.
In connection with the tender offer, the Company is offering, pursuant
to Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the Securities Act), $300 million aggregate principal amount of
its Senior Notes due 2018 (the Senior Notes). The net proceeds from the
offering of the Senior Notes will be used, together with cash on hand,
to repurchase the 2012 Notes, to pay all fees and expenses incurred in
connection with the Senior Notes offering and the tender offer and to
pay any applicable early tender premium or other amounts under the
tender offer.
The Senior Notes have not been registered under the Securities Act or
the securities laws of any state and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements under the Securities Act and any applicable
state securities laws.
The Senior Notes have not been and will not be registered with the
Mexican National Securities Registry (Registro Nacional de Valores) maintained
by the Mexican National Banking and Securities Commission (Comisión
Nacional Bancaria y de Valores), or CNBV, and may not be offered or
sold publicly, or otherwise be the subject of broker activities in
Mexico, except pursuant to a private placement exemption set forth under
Article 8 of the Mexican Securities Market Law (Ley del Mercado de
Valores).
The closing of the tender offer will be conditioned, among other things,
on the Company’s completion of the Senior Notes offering on terms
acceptable to the Company in its sole discretion. Except in certain
circumstances as required by law, 2012 Notes tendered may not be
withdrawn.
This press release is for informational purposes only and shall not
constitute an offer to purchase or a solicitation of an offer to
purchase any of the 2012 Notes, or an offer to sell or solicitation of
an offer to purchase the Senior Notes. The tender offer is being made
solely pursuant to the Offer to Purchase.
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 The Kansas City Southern Railway Company,
serving the central and south central U.S. Its international holdings
include Kansas City Southern de Mexico, S.A. de C.V., 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' 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 press release may include statements concerning potential future
events involving KCS and its subsidiaries, which could materially differ
from the events that actually occur. The differences could be caused by
a number of factors including those factors identified in the ”Risk
Factors” and the ”Cautionary Information” sections of KCS’ Form 10-K for
the most recently ended fiscal year, filed by KCS with the Securities
and Exchange Commission (SEC) (Commission file no. 1-04717). KCS will
not update any forward-looking statements in this press release to
reflect future events or developments.