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CPRC issues US$1.2 billion in dual-tranche notes under CPKC guarantee

On March 6, 2026, Canadian Pacific Railway Company (CPRC), a wholly owned subsidiary of Canadian Pacific Kansas City Limited (CPKC), is issuing US$1.2 billion (approximately C$1.64 billion) of unsecured notes in two tranches: US$600 million 4.000% notes due 2029 and US$600 million 5.500% notes due 2056. The notes are fully and unconditionally guaranteed on an unsecured basis by CPKC and rank pari passu with all existing and future unsecured, unsubordinated indebtedness of both CPRC and CPKC, while being structurally subordinated to liabilities of their subsidiaries.

Interest is payable semi-annually, with maturities on March 15, 2029 and March 15, 2056, respectively. CPRC may redeem the notes at a "make-whole" premium before specified par call dates and at par thereafter, and must offer to repurchase the notes at 101% upon a qualifying change of control with ratings downgrade. Net proceeds of approximately US$1.18 billion (approximately C$1.61 billion) will primarily refinance CPRC indebtedness and fund general corporate purposes; affiliates of the underwriters may receive a portion via debt repayment. CPRC also maintains a US$2.2 billion (approximately C$3.01 billion) revolving credit facility, used to backstop commercial paper, with US$850 million (approximately C$1.16 billion) of commercial paper outstanding as of December 31, 2025.

Key legal advisors are Bennett Jones LLP (Canadian counsel), Sullivan & Cromwell LLP (U.S. counsel to the issuer and guarantor), and Davis Polk & Wardwell LLP (U.S. counsel to the underwriters).

Company

Canadian Pacific Railway Company

Law Firm / Organization
Sullivan & Cromwell LLP

Company

Goldman Sachs & Co. LLC

Law Firm / Organization
Davis Polk & Wardwell LLP

Company

Barclays Capital Inc.

Law Firm / Organization
Davis Polk & Wardwell LLP

Company

Citigroup Global Markets Inc.

Law Firm / Organization
Davis Polk & Wardwell LLP

Company

SMBC Nikko Securities America, Inc.

Law Firm / Organization
Davis Polk & Wardwell LLP
Public/Private Offering
Transportation
$ 1,640,000,000
Closed
06 March 2026