| ITEM 1.01. |
Entry into a Material Definitive Agreement. |
On March 6, 2026, Canadian Pacific Railway Company (the “Company”) completed its offering of U.S.$600,000,000 aggregate principal amount of 4.000% notes due 2029 (the “2029 Notes”) and U.S.$600,000,000 aggregate principal amount of 5.500% notes due 2056 (the “2056 Notes”) (collectively, the “Notes”). The Notes are guaranteed (the “Guarantee” and, together with the Notes, the “Securities”) by Canadian Pacific Kansas City Limited, the parent of the Company (the “Guarantor”).
In connection with the offering, on March 4, 2026, the Company and the Guarantor entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc., as representatives of the several Underwriters listed in Schedule 1 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, pursuant to a registration statement on Form F-10 (File No. 333-285353) filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2025. The terms of the Securities are described in the Company’s prospectus, dated March 6, 2025, as supplemented by a final prospectus supplement, dated March 4, 2026, as filed with the Commission on March 5, 2026.
The Securities were issued pursuant to an Indenture, dated as of September 11, 2015, by the Company and Computershare Trust Company N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of March 6, 2026 (the “Eighth Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee.
The descriptions of the Underwriting Agreement, the Securities and the Eighth 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 Underwriting Agreement, the Eighth Supplemental Indenture and the forms of Notes included in the Eighth Supplemental Indenture. The Underwriting Agreement, Eighth Supplemental Indenture and the forms of Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, and are each 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
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Exhibit
No. |
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Exhibit Description |
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| Exhibit 4.1 |
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Underwriting Agreement, dated as of March 4, 2026, by and among Canadian Pacific Railway Company, as issuer, Canadian Pacific Kansas City Limited, as guarantor, and Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc., as representatives of the several Underwriters listed in Schedule 1 thereto. |
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| Exhibit 4.2 |
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Eighth Supplemental Indenture, dated as of March 6, 2026, by and among Canadian Pacific Railway Company, as issuer, Canadian Pacific Kansas City Limited, as guarantor, and Computershare Trust Company N.A., as successor to Wells Fargo Bank, National Association, as trustee. |
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| Exhibit 4.3 |
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Form of 4.000% Note due 2029 (included in Exhibit 4.2). |
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| Exhibit 4.4 |
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Form of 5.500% Note due 2056 (included in Exhibit 4.2). |
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| Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
