The shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents will be accessible through SEDAR+ within two business days
CALGARY, AB, Sept. 28, 2026 /PRNewswire/ -- Canadian Pacific Kansas City Limited (TSX: CP) (NYSE: CP) ("CPKC") announced that its wholly owned subsidiary, Canadian Pacific Railway Company ("CPRC"), is issuing C$500 million of 4.20% Notes due 2030, C$550 million of 4.60% Notes due 2033, C$300 million of 4.90% Notes due 2037 and C$450 million of 5.40% Notes due 2056, which will be guaranteed by CPKC (the "Offering").
The Offering is expected to close on October 6, 2026, subject to the satisfaction of customary closing conditions.
The net proceeds from the Offering will be used primarily for the refinancing of CPRC's outstanding indebtedness and for general corporate purposes. Until utilized for such purposes, the net proceeds may be invested in short-term investment grade securities, money market funds or bank deposits.
The joint lead agents and joint active bookrunners for the Offering are CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Capital Markets, and Scotia Capital Inc.
The Offering is being made in Canada under CPRC's base shelf prospectus dated March 6, 2025, as supplemented by the prospectus supplement in respect of the Offering dated September 28, 2026 (the "Prospectus").
The securities offered in the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) without registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Access to the Prospectus is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The document will be accessible on SEDAR+ at www.sedarplus.ca.
An electronic or paper copy of the Prospectus and any amendment thereto may be obtained, without charge, from CIBC World Markets Inc. by phone at 416-594-8515 or by email at [email protected], from BMO Nesbitt Burns Inc. by phone at 416-359-6359 or by email at [email protected], from RBC Capital Markets by phone at 416-842-6311 or by email at [email protected], and from Scotia Capital Inc. by phone at 416-863-7776 or by email at [email protected], by providing the contact with an email address or address, as applicable.
Forward-looking statements
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and results of operations or performance. Forward-looking statements may contain statements with words or headings such as "financial expectations", "key assumptions", "anticipate", "believe", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "will", "outlook", "guidance", "should" or similar words suggesting future outcomes. This news release contains forward-looking statements relating, but not limited to, the intended use of proceeds from the Offering, including the refinancing of outstanding indebtedness and the timing and completion of the proposed Offering.
The forward-looking statements that may be in this news release are based on current expectations, estimates, projections and assumptions, having regard to CPKC's experience and its perception of historical trends, and include, but are not limited to, expectations, estimates, projections and assumptions relating to: the anticipated closing of the Offering and expected use of proceeds; changes in business strategies; North American and global economic growth and conditions; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; foreign exchange rates; core adjusted effective tax rates; performance of our assets and equipment; sufficiency of CPKC's budgeted capital expenditures in carrying out our business plan; geopolitical conditions; applicable laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, taxes, wages, labour and immigration; the availability and cost of labour, services and infrastructure; labour disruptions; the satisfaction by third parties of their obligations to CPKC; and carbon markets, evolving sustainability strategies, and scientific or technological developments. Although CPKC believes the expectations, estimates, projections and assumptions reflected in the forward-looking statements presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty.
Undue reliance should not be placed on forward-looking statements as actual results may differ materially from those expressed or implied by forward-looking statements. By their nature, CPKC's forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including, but not limited to, the following factors: an inability to complete the Offering; the risk that, notwithstanding our current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of the net proceeds may be necessary; changes in business strategies and strategic opportunities; general Canadian, U.S., Mexican and global social, economic, political, credit and business conditions; risks associated with agricultural production such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures, including competition from other rail carriers, trucking companies and maritime shippers in Canada, the U.S. and Mexico; North American and global economic growth and conditions; industry capacity; shifts in market demand; changes in commodity prices and commodity demand; uncertainty surrounding timing and volumes of commodities being shipped by CPKC; inflation; geopolitical instability; changes in laws, regulations and government policies, including, without limitation, those relating to regulation of rates, tariffs, import/export, trade, wages, labour and immigration; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; disruption of fuel supplies; uncertainties of investigations, proceedings or other types of claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure; the satisfaction by third parties of their obligations; currency and interest rate fluctuations; foreign exchange rates; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions, including the imposition of any tariffs, or other changes to international trade arrangements; the effects of current and future multinational trade agreements on or other developments affecting the level of trade among Canada, the U.S. and Mexico; climate change and the market and regulatory responses to climate change; anticipated in-service dates; success of hedging activities; operational performance and reliability; customer, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de México, S.A. de C.V.'s concession; public opinion; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches, volcanism and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; acts of terrorism, war or other acts of violence or crime or risk of such activities; insurance coverage limitations; material adverse changes in economic and industry conditions; the outbreak of a pandemic or contagious disease and the resulting effects on economic conditions; the demand environment for logistics requirements and energy prices; restrictions imposed by public health authorities or governments; fiscal and monetary policy responses by governments and financial institutions; disruptions to global supply chains; the realization of anticipated benefits and synergies of the CP-KCS transaction and the timing thereof; the satisfaction of the conditions imposed by the U.S.
