Kansas City, Missouri, January 7, 2010 – 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 9⅜% 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.