(Kansas City Southern issued the following news release on January 29.)
KANSAS CITY, Mo. — Kansas City Southern today announced a solicitation of consents by its subsidiary, The Kansas City Southern Railway Company (“KCSR”), to amend the KCSR indentures, under which KCSR’s 9½% Senior Notes due 2008 (the “9½% Notes”) and 7½% Senior Notes due 2009 (the “7½% Notes” and together with the 9½% Notes, the “Notes”) were issued.
The purpose of the Consent Solicitation is (i) to resolve an inconsistency in the inclusion of certain expenses, but not the income, of Restricted Subsidiaries in the calculation of the “Consolidated Coverage Ratio,” a test which KCS and some of its subsidiaries must meet to take certain actions, by amending the definition of “Consolidated Interest Expense” in the Indenture, (ii) to permit the inclusion of certain expense items in permitted refinancings by defining “Refinancing Indebtedness” to include such items and (iii) to obtain waivers of any defaults arising from actions taken in the absence of these proposed amendments, all as described in the consent solicitation statement dated January 29, 2007 (the “Consent Solicitation Statement”).
The record date for the consent solicitation is the close of business, New York City time, on Friday, January 26, 2007. The consent solicitation will expire at 5:00 p.m., New York City time, on Friday, February 9, 2007 (“Expiration Time”), unless extended. KCSR is offering a consent fee of $3.50 with respect to the 9½% Notes, and $5.00 with respect to the 7½% Notes, per $1,000 of original principal amount of the Notes to each holder of record as of the record date who has delivered (and has not validly revoked) a valid consent prior to 5:00 pm, New York City time, on Monday, February 5, 2007 (the “Early Consent Time”). For holders who deliver consents after the Early Consent Time but before the Expiration Time, KCSR is offering a consent fee of $1.00 for the 9½% Notes, and $1.50 for the 7½% Notes, per $1,000 original principal amount of the Notes. KCSR’s obligation to accept consents and pay the consent fee is conditioned, among other things, on the receipt of consents to the amendments and waivers from holders of at least a majority in aggregate principal amount of Notes of such series.
For a complete statement of the terms and conditions of the consent solicitation, the amendments to the Indentures, and the accompanying waivers, holders of the Notes should refer to the Consent Solicitation Statement, which is being sent to all holders of record of the Notes as of the record date. Questions from holders regarding the consent solicitation or requests for additional copies of the Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to D.F. King & Co., Inc., the Information Agent for the consent solicitation, at 48 Wall Street, New York, New York, 10005 (telephone 800-714-3313) or the Solicitation Agents for the consent solicitation, Morgan Stanley & Co. Incorporated, at 1585 Broadway, New York, New York, 10036 (800-624-1808 US toll-free) or Banc of America Securities LLC, at 214 North Tryon Street, Charlotte, North Carolina 28255 (888-292-0070 US toll-free) or (704-388-4813 collect).
This announcement is not a solicitation of consent with respect to any Notes. The consent solicitation is being made solely by the Consent Solicitation Statement and related documents, dated January 29, 2007, which set forth the complete terms of the consent solicitation.
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 includes KCSR, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, 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., Canada and Mexico.