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    CP   CA13645T1003

CANADIAN PACIFIC RAILWAY LIMITED

(CP)
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CANADIAN PACIFIC RAILWAY LTD/CN : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

12/06/2021 | 06:04am EST

ITEM 1.01 Entry into a Material Definitive Agreement.

As previously reported, on September 15, 2021, Canadian Pacific Railway Limited, a Canadian corporation (the "Corporation") entered into an Agreement and Plan of Merger with Kansas City Southern, a Delaware corporation, Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of the Corporation ("Surviving Merger Sub") and Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub.

On December 2, 2021, Canadian Pacific Railway Company (the "Company") completed its previously announced offering of U.S.$1,500,000,000 aggregate principal amount of 1.350% notes due 2024 (the "2024 Notes"), U.S.$1,000,000,000 aggregate principal amount of 1.750% notes due 2026 (the "2026 Notes"), U.S.$1,400,000,000 aggregate principal amount of 2.450% notes due 2031 (the "2031 Notes"), U.S.$1,000,000,000 aggregate principal amount of 3.000% notes due 2041 (the "2041 Notes"), and U.S.$1,800,000,000 aggregate principal amount of 3.100% notes due 2051 (the "2051 Notes", and together with the 2024 Notes, 2026 Notes, 2031 Notes, and 2041 Notes, the "Notes"). The Notes are guaranteed (the "Guarantee" and, together with the Notes, the "Securities") by the Corporation, the parent of the Company.

The offering of the Securities was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form F-10 (File No. 333-257215) filed with the Securities and Exchange Commission (the "Commission") on June 28, 2021. The terms of the Securities are described in the Company's prospectus dated June 28, 2021, as supplemented by a final prospectus supplement dated November 17, 2021, as filed with the Commission on November 18, 2021.

The Securities were issued pursuant to an Indenture, dated as of September 11, 2015, by and among the Company and Computershare Trust Company N.A., as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by the Fifth Supplemental Indenture, dated as of December 2, 2021 (the "Fifth Supplemental Indenture"), by and among the Company, the Corporation and the Trustee.

The 2031 Notes and 2041 Notes are subject to special mandatory redemption if the Company determines in its reasonable judgment that the STB Final Approval (as defined in the Fifth Supplemental Indenture) will not be sought or has not or will not be received prior to March 25, 2023. In that case, the Company will be required to redeem all of the outstanding 2031 Notes and 2041 Notes on the Special Mandatory Redemption Date (as defined in the Fifth Supplemental Indenture) at a special mandatory redemption price equal to 101% of the aggregate principal amount of the applicable series of Notes plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.

In connection with the offering of the Securities, the Commitment Letter, dated as of September 15, 2021, by and among Goldman Sachs Lending Partners LLC, the Bank of Montreal, the other financial institutions party thereto, the Corporation and the Company, as modified by that certain joinder letter dated September 29, 2021, in respect of an unsecured 364-day bridge facility in an aggregate principal amount of U.S.$8.5 billion, was terminated on December 2, 2021.

The description of the Securities and the Fifth Supplemental Indenture in this Current Report on Form 8-K (this "Current Report") are summaries, and are qualified in their entirety by reference to the complete terms of the Fifth Supplemental Indenture and the form of Notes included therein. The Fifth Supplemental Indenture and the forms of Notes are filed hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6 and are incorporated by reference herein.

ITEM 2.03 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 2.03.

--------------------------------------------------------------------------------

ITEM 9.01 Financial Statements and Exhibits.


(d) Exhibits.



  Exhibit
    No.                                 Exhibit Description

Exhibit 4.1       Fifth Supplemental Indenture, dated as of December 2, 2021, by
                and among Canadian Pacific Railway Company, as issuer, Canadian
                Pacific Railway Limited, as guarantor, and Computershare Trust
                Company N.A., as successor to Wells Fargo Bank, National
                Association, as trustee.

Exhibit 4.2       Form of 1.350% Note due 2024 (included in Exhibit 4.1).

Exhibit 4.3       Form of 1.750% Note due 2026 (included in Exhibit 4.1).

Exhibit 4.4       Form of 2.450% Note due 2031 (included in Exhibit 4.1).

Exhibit 4.5       Form of 3.000% Note due 2041 (included in Exhibit 4.1).

Exhibit 4.6       Form of 3.100% Note due 2051 (included in Exhibit 4.1).

Exhibit 10.4    Cover Page Interactive Data File (embedded within the Inline XBRL
                document).

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