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KCS Announces Receipt Of Requisite Consents In Connection With KCSR’s 8% Senior Notes Due 2015

Stock quotes in this article:KSU 

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 received, pursuant to its previously announced cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation” and, together with the Tender Offer, the “Offer”) with respect to its 8% Senior Notes due 2015 (CUSIP No. 485188AG1) (the “Notes”), the requisite consents to adopt the proposed amendments to amend the related indenture to eliminate substantially all of the restrictive covenants contained therein (the “Proposed Amendments”) described in the Offer to Purchase and Related Solicitation of Consents dated January 25, 2012 (the “Offer to Purchase”).

Consents have been delivered with respect to $174,596,000 principal amount of the Notes, which Notes had been validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City time, on February 7, 2012 (the “Consent Deadline”). In conjunction with receiving the requisite consents, the Company delivered a certificate to that effect to U.S. Bank National Association, the trustee under the indenture governing the Notes. A holder’s right to validly withdraw tendered Notes and validly revoke delivered consents has now expired. The Company will execute a supplemental indenture to effect the Proposed Amendments prior to the expiration of the Tender Offer.

As previously announced, the Tender Offer will expire at 5:00 P.M., New York City time, on February 23, 2012, unless extended by the Company (the “Expiration Time”). Holders who validly tendered and did not withdraw their Notes prior to the Consent Deadline will be entitled to receive $1,059.96, payable in cash, for each $1,000.00 principal amount of Notes accepted for purchase, which amount includes a consent payment of $20.00 per $1,000 principal amount of Notes accepted for purchase. Holders who validly tender their Notes after the Consent Deadline but prior to the Expiration Time will be entitled to receive $1,039.96, payable in cash, for each $1,000 principal amount of Notes accepted for purchase. Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tender Notes will also receive accrued and unpaid interest to, but not including, the applicable settlement date.

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