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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).
Parties
Company
Canadian Pacific Railway Company
Company
Goldman Sachs & Co. LLC
Company
Barclays Capital Inc.
Company
Citigroup Global Markets Inc.
Company
SMBC Nikko Securities America, Inc.
Deal Type
Public/Private OfferingIndustry
TransportationTransaction
$ 1,640,000,000Deal Status
ClosedClosing Date
06 March 2026