Canadian Pacific Railway Limited (TSE:CP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On May16, 2018, Canadian Pacific Railway Company (the “Company”) completed its offering of U.S.$500,000,000) aggregate principal amount of 4.000% senior notes due 2028 (the “Notes”). The Notes are guaranteed (the “Guarantee” and, together with the Notes, the “Securities”) by Canadian Pacific Railway Limited, the parent of the Company (the “Guarantor”).
In connection with the offering, on May14, 2018, the Company and the Guarantor entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters listed in ScheduleI thereto. The Underwriting Agreement contains customary representations, covenants and indemnification provisions.
The offering of the Securities was registered under the Securities Act of 1933, as amended, to a registration statement on Form S-3ASR (File No.333-209819) filed with the Securities and Exchange Commission (the “Commission”) on February29, 2016. The terms of the Securities are described in the Company’s prospectus dated February29, 2016, as supplemented by a final prospectus supplement dated May14, 2018, as filed with the Commission on May15, 2018.
The Securities were issued to an Indenture, dated as of September11, 2015, by and among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of May16, 2018 (the “Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee.
The Underwriting Agreement, the form of Note and the Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are each incorporated herein by reference.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 1.01.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
ExhibitNo. |
Exhibit Description |
| Exhibit1.1 | Underwriting Agreement, dated May14, 2018, by and among Canadian Pacific Railway Company, Canadian Pacific Railway Limited and Morgan Stanley & Co. LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the underwriters listed in Schedule I thereto. |
| Exhibit 4.1 | Form of Note. |
| Exhibit 4.2 | Third Supplemental Indenture, dated as of May 16, 2018, by and among Canadian Pacific Railway Company, as issuer, Canadian Pacific Railway Limited, as guarantor, and Wells Fargo Bank, National Association, as trustee. |
| Exhibit 5.1 | Opinion of Paul, Weiss, Rifkind, Wharton& Garrison LLP. |
| Exhibit 5.2 | Opinion of Blake, Cassels& Graydon LLP. |
| Exhibit23.1 | Consent of Paul, Weiss, Rifkind, Wharton& Garrison LLP (included in Exhibit 5.1 hereto). |
| Exhibit 23.2 | Consent of Blake, Cassels& Graydon LLP (included in Exhibit 5.2 hereto). |
CANADIAN PACIFIC RAILWAY LTD/CN ExhibitEX-1.1 2 d589342dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 CANADIAN PACIFIC RAILWAY COMPANY US$500,…To view the full exhibit click here
About Canadian Pacific Railway Limited (TSE:CP)
Canadian Pacific Railway Limited (CP), together with its subsidiaries, operates a transcontinental railway in Canada and the United States. The Company operates in rail transportation segment. The Company’s business mix includes bulk commodities, merchandise freight and intermodal traffic over a network of approximately 12,500 miles, serving the principal business centers of Canada from Montreal, Quebec, to Vancouver, British Columbia, and the United States Northeast and Midwest regions. The Company transports bulk commodities, merchandise freight and intermodal traffic. Bulk commodities include Canadian grain, U.S. grain, coal, potash, and fertilizers and sulfur. Merchandise freight consists of finished vehicles and automotive parts, as well as forest and industrial and consumer products. Intermodal traffic consists of retail goods in overseas containers that can be transported by train, ship and truck and in domestic containers and trailers that can be moved by train and truck.