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 18, 2019
KANSAS CITY SOUTHERN
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 1-4717 | 44-0663509 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | file number) | Identification Number) |
427 West 12th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(816) 983-1303
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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative | KSU | New York Stock Exchange |
| Common Stock, $.01 Per Share Par Value | KSU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2019, Kansas City Southern (the “Company”), pursuant to an Underwriting Agreement dated November 14, 2019 (the “Underwriting Agreement”) among the Company, the guarantors named therein (the “Guarantors”) and BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters listed therein, issued and sold $425.0 million in aggregate principal amount of the Company’s 2.875% Senior Notes due 2029 (the “2029 Notes”) and $425.0 million in aggregate principal amount of its 4.200% Senior Notes due 2069 (the “2069 Notes” and, together with the 2029 Notes, the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3ASR (File No. 333-221537) previously filed with the Securities and Exchange Commission (the “Registration Statement”). The above description of the Underwriting Agreement is qualified in its entirety by reference to the terms of that agreement attached hereto as Exhibit 1.1, and incorporated herein by reference.
The Notes were issued pursuant to an Indenture, dated December 9, 2015 (the “Base Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture, dated November 18, 2019 (the “Ninth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, and the Tenth Supplemental Indenture, dated November 18, 2019 (the “Tenth Supplemental Indenture” and, together with the Ninth Supplemental Indenture, the “Supplemental Indentures”), among the Company, the Guarantors and the Trustee. The Base Indenture, as supplemented by the Supplemental Indentures, is referred to herein as the “Indenture”.
The Notes are unsecured senior obligations of the Company and are unconditionally guaranteed, jointly and severally, on an unsecured senior basis, by each of the Company’s current and future domestic subsidiaries that from time to time guarantees the Credit Agreement, dated March 8, 2019, among the Company, the guarantors described therein, the lenders thereunder and the other parties thereto, as amended or supplemented from time to time, or any other debt of the Company or any of the Company’s significant subsidiaries that is a Guarantor (the “Guarantees”).
The 2029 Notes will bear interest at a rate of 2.875% per annum and the 2069 Notes will bear interest at a rate of 4.200% per annum. Each series of Notes will be payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2020, to persons who are the registered holders of such Notes on the immediately preceding May 1 and November 1, respectively. The 2029 Notes will mature on November 15, 2029 and the 2069 Notes will mature on November 15, 2069.
The Indenture limits the ability of (i) the Company and the Guarantors to, among other things, create or permit any lien or merge, consolidate or transfer substantially all of their assets and (ii) the Company to permit its subsidiaries that are not Guarantors to incur certain debt. In the event of a Change of Control Repurchase Event (as defined in the Supplemental Indentures), the Company will be required to make an offer to each holder with respect to a series of Notes to repurchase all or any part of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased plus accrued interest, if any, to, but excluding, the date of repurchase.
In addition, under the Indenture, the Notes may be declared immediately due and payable by the Trustee or the holders of at least 25% in aggregate principal amount of such series of Notes then outstanding if any of certain events of default occur and are continuing under the Indenture. Subject to certain qualifications and applicable grace periods as set forth in the Indenture, the events of default include the following:
•the Company fails to pay the principal or any premium on a Note on its due date;
•the Company fails to pay interest on any Note within 30 days of its due date;
•the Company defaults in the performance of or breach of any covenant of the Indenture and such default continues for a period of 90 days after written notice by the Trustee or the holders of 25% or more in aggregate principal amount of such series of Notes;
•certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Guarantor;
•any Guarantee ceases to be in full force and effect or any Guarantor or person acting on behalf of such Guarantor denies or disaffirms such Guarantor’s obligations under the Indenture or any Guarantee and such default continues for a period of 10 days after written notice by the Trustee or the holders of 25% or more in aggregate principal amount of such series of Notes; and
•the Concession Title (as defined in the Indenture) ceases to grant to Kansas City Southern de México, S.A. de C.V. (“KCSM”) the rights provided therein as of November 18, 2019 and such cessation results in a material adverse effect on the Company and its subsidiaries taken as a whole; (x) the Concession Title is for any reason terminated (other than as a result of the expiration or termination of the Concession Title in June 2047 or, if extended, on any other expiration date pursuant to its terms) and not reinstated within 30 days or (y) the rights provided therein which were originally exclusive to KCSM become nonexclusive and the cessation of such exclusivity results in a material adverse effect on the Company and its subsidiaries taken as a whole; or the commandeering or repossession of the Northeast Rail Lines (as defined in the Indenture) for a period of 90 days or more.
The Company, at its option, may redeem the Notes in whole at any time or in part from time to time (i) with respect to the 2029 Notes, prior to August 15, 2029 (the date that is three months prior to the maturity date of the 2029 Notes) and (ii) with respect to the 2069 Notes, prior to May 15, 2069 (the date that is six months prior to the maturity date of the 2069 Notes) (with respect to each series of Notes, the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such series of Notes to be redeemed that would have been made if such Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then-current treasury rate, plus 20 basis points and 30 basis points for the 2029 Notes and the 2069 Notes, respectively, plus, in each case, accrued interest thereon to but excluding the redemption date. On or after the Par Call Date, the Notes may be redeemed, at the Company’s option, in whole or in part at any time and from time to time at a redemption price equal to 100% of the principal amount of Notes to be redeemed plus accrued interest thereon to but excluding the redemption date.
The above description of the terms of each series of Notes is qualified in its entirety by reference to the Base Indenture and the Supplemental Indentures. Copies of the Ninth Supplemental Indenture and the Tenth Supplemental Indenture are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference. The forms of the 2029 Note and the 2069 Note, which are included as part of the Ninth Supplemental Indenture and the Tenth Supplemental Indenture, respectively, are attached hereto as Exhibit 4.3 and Exhibit 4.4, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events.
On November 14, 2019, the Company issued a press release announcing the pricing of the offering of the Notes, as described above under Item 1.01 of this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Also in connection with the offering, the Company is filing legal opinions regarding the validity of the Notes as Exhibits 5.1 and 5.2 to this Form 8-K with reference to, and incorporated by reference into, the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| |
| Exhibit No. | Description |
| 1.1 | |
| 4.1 | |
| 4.2 | |
| 4.3 | |
| 4.4 | |
| 5.1 | |
| 5.2 | |
| 23.1 | |
| 23.2 | |
| 99.1 | |
| 104 | Cover page information from Kansas City Southern’s Current Report on Form 8-K filed on November 18, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101. |
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
Date: November 18, 2019
| | | | | |
| By: | /s/ Adam J. Godderz |
| Name: | Adam J. Godderz |
| Title: | General Counsel & Corporate Secretary |
