KCS Announces Tender Offer And Consent Solicitation

Kansas City Southern (“KCS”) (NYSE: KSU) announced today that its wholly-owned subsidiary, The Kansas City Southern Railway Company, a Missouri corporation (the “Company” or “KCSR”), has commenced a cash tender offer for all of its $275.0 million outstanding aggregate principal amount of 8.0% Senior Notes due 2015 (CUSIP No. 485188AG1) (the “Notes”) and a consent solicitation to amend the related indenture to eliminate substantially all of the restrictive covenants contained therein (collectively, the “Offer”). The terms and conditions of the Offer are set forth in the Offer to Purchase and Related Solicitation of Consents dated January 25, 2012 (the “Offer to Purchase”).

The solicitation of consents in connection with the Offer will expire at 5:00 p.m., New York City time, on February 7, 2012, unless extended (the “Consent Deadline”). The Offer will expire at 5:00 p.m., New York City time, on February 23, 2012, unless extended (the “Expiration Time”).

The Offer is subject to customary conditions, including, among others, the receipt of consents from the holders of at least a majority in aggregate principal amount of the Notes outstanding and a financing condition (the “Financing Condition”) that the Company consummates a debt financing transaction on terms and conditions acceptable to the Company, in its sole discretion.

The total consideration offered for each $1,000 principal amount of Notes (the “Total Consideration”) validly tendered and not validly withdrawn on or prior to the Consent Deadline and accepted for payment pursuant to the Offer will be $1,059.96, which consists of (1) the Tender Offer Consideration and (2) the Consent Payment. The Tender Offer Consideration will be $1,039.96 per $1,000 principal amount of Notes. The Consent Payment will be $20.00 per $1,000 principal amount of Notes.

At any time after the Consent Deadline and prior to the Expiration Time (such time, the “Early Acceptance Date”), the Company may elect to accept for payment all Notes validly tendered on or prior to the Consent Deadline. Payment for all Notes accepted on the Early Acceptance Date, if any, will be made promptly following the Early Acceptance Date (the “Early Settlement Date”). The Company expressly reserves the right, in its sole discretion, to pay on the Early Settlement Date, the Tender Offer Consideration with respect to any Notes tendered after the Consent Deadline but prior to the Early Acceptance Date. By 5:00 p.m., New York City time, on the business day following the Expiration Time (the “Final Acceptance Date”), the Company will accept for payment any and all validly tendered Notes not previously purchased, subject to the terms and conditions of the Offer. Such payment will be made promptly following the Final Acceptance Date (the “Final Settlement Date”).