A Canadian Pacific coil car.

13 September 2011

CP Announces Tender Offer and Consent Solicitation for 6.25% Notes Due 2011

Calgary Alberta - Canadian Pacific Railway Limited today announced that its wholly-owned subsidiary, CPRH Canada Inc., has commenced a cash tender offer for any and all of the outstanding US$245,750,000 aggregate principal amount of 6.25% Notes due 2011 issued by Canadian Pacific Railway Company (the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated 13 Sep 2011, and the related Letter of Transmittal and Consent. CPRH Canada Inc. is also soliciting consents to a certain proposed amendment to the indenture governing the Notes. The related Offer to Purchase and Consent Solicitation Statement and Letter of Transmittal and Consent more fully set forth the terms of the tender offer and consent solicitation.
 
The tender offer will expire at 11:59 p.m., New York City time, on 11 Oct 2011, unless extended or earlier terminated by CPRH Canada Inc. (such time on such date, the "Expiration Date"). CPRH Canada Inc. reserves the right to terminate, withdraw, or amend the tender offer and consent solicitation at any time subject to applicable law.
 
The tender offer consideration being offered for the Notes accepted for purchase in the tender offer will be US$1,000 for each US$1,000 principal amount of Notes (plus accrued and unpaid interest to, but not including, the settlement date expected to be on or about 12 Oct 2011). In addition, holders who tender on or prior to 5:00 p.m., New York City time, on 26 Sep 2011 (such time on such date, the "Consent Date") will receive an amount designated as a consent payment equal to US$2.50 per US$1,000 principal amount of Notes. Holders who tender Notes are required to consent to the proposed amendment to the indenture. Any tender of Notes prior to the Consent Date may be validly withdrawn and consents may be validly revoked at any time prior to the Consent Date, but not thereafter unless the tender offer and consent solicitation is terminated by CPRH Canada Inc. without any Notes being purchased. Holders who tender Notes after the Consent Date but prior to the Expiration Date will only receive the tender offer consideration but not the consent payment, plus accrued and unpaid interest.
 
The obligation of CPRH Canada Inc. to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver of the conditions to the tender offer and consent solicitation, including the receipt of the requisite majority consent to the proposed amendment to the indenture. The complete terms and conditions of the tender offer and the consent solicitation are set forth in the related Offer to Purchase and Consent Solicitation Statement and the Letter of Transmittal and Consent which are being sent to holders of the Notes. Holders of the Notes are urged to read the tender offer documents carefully.
 
The proposed amendment will still affect the terms of the Notes held by the non-tendering holders of the Notes. Notes not tendered and purchased pursuant to the tender offer will remain outstanding until paid by CP on the stated maturity date of 15 Oct 2011.
 
CPRH Canada Inc. has retained Citi to act as Dealer Manager and Solicitation Agent in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Citi at (800)558-3745 (toll free). Copies of the tender offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the information agent for the tender offer and consent solicitation, at (866)470-3700 (toll free).
 
The tender offer and consent solicitation is being made solely by means of the related Offer to Purchase and Consent Solicitation Statement and the Letter of Transmittal and Consent. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of CP or its affiliates. It also is not a solicitation of consents to the proposed amendment to the indenture. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.