KANSAS CITY SOUTHERN (NYSE:KSU) Files An 8-K Other EventsItem 8.01Other Events
On August 15, 2017, Kansas City Southern (the “Company”) announced that its Board of Directors (the “Board”) approved a new program for the repurchase of common stock of the Company (the “2017 Repurchase Program”) (i) in open market transactions to Rules 10b-18 and/or 10b5-1 of the Securities and Exchange Act of 1934, as amended, (ii) through privately negotiated transactions, or (iii) through one or more Accelerated Repurchase Plans. The aggregate amount of repurchases effected by the Company under the 2017 Repurchase Program through June 30, 2020 is limited to $800 million, exclusive of any fees, commissions or other expenses associated with the 2017 Repurchase Program. The aggregate amount of repurchases effected by the Company under the 2017 Repurchase Program to any Accelerated Repurchase Plan is limited to $200 million, which Accelerated Repurchase Plan will be launched immediately and is expected to be completed by early in the fourth quarter of 2017. A copy of the Company’s press release announcing the 2017 Repurchase Program is furnished as Exhibit 99.1 hereto.
On August 15, 2017, the Company entered into two agreements (each, an “ASR Agreement”) with (1) Morgan Stanley & Co. LLCand (2) Bank of America, N.A. (each, a “Dealer”) in each case to implement a separate accelerated share repurchase program. Under each ASR Agreement, on August 16, 2017, the Company will pay $100 million to each Dealer and initially expects to receive from each Dealer approximately 800,000 shares based on the closing share price on August 15, 2017. The total number of shares that will ultimately be purchased by the Company to each accelerated share repurchase program will generally be based on the average of the daily Rule 10b-18 volume weighted average prices of the Company’s common stock during the term of each ASR program, less a discount.
Upon final settlement of each ASR Agreement, the Company may be entitled to receive additional shares of the Company’s common stock from each Dealer or, under certain circumstances specified in each ASR Agreement, the Company may be required to make a cash payment or deliver shares, at its option, to each Dealer. Each ASR program will be funded with cash on hand.
KANSAS CITY SOUTHERN ExhibitEX-99.1 2 exhibit9912017repurchasepr.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Contact: Ashley Thorne,…To view the full exhibit click here
About KANSAS CITY SOUTHERN (NYSE:KSU)
Kansas City Southern (KCS) is a transportation holding company with domestic and international rail operations in North America that are focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico. The Company controls and owns The Kansas City Southern Railway Company (KCSR), a United States Class I railroad that serves a 10-state region in the midwest and southeast regions of the United States and has the shortest north/south rail route between Kansas City, Missouri and several key ports along the Gulf of Mexico in Alabama, Louisiana, Mississippi and Texas. The Company controls and owns Kansas City Southern de Mexico, S.A. de C.V. (KCSM), which serves Mexico’s principal industrial cities and three of its seaports. KCSM has the right to control and operate the southern half of the rail bridge at Laredo, Texas, which spans the Rio Grande River between the United States and Mexico.
