SEC Form 8-K filed by Canadian Pacific Kansas City Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

June 27, 2024 (June 25, 2024)

Date of Report (Date of earliest event reported)

Canadian Pacific Kansas City Limited

(Exact name of registrant as specified in its charter)

7550 Ogden Dale Road S.E., Calgary, Alberta,

Canada, T2C 4X9

(Address of principal executive offices) (Zip Code)

(403) 319-7000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 25, 2024, Canadian Pacific Railway Company (“CPRC”), a wholly owned subsidiary of Canadian Pacific Kansas City Limited (the “Registrant”), and the Registrant entered into a third amended and restated credit agreement, dated as of June 25, 2024 (the “Third Amended and Restated Credit Agreement”), which amends and restates the second amended and restated credit agreement, dated as of May 11, 2023, among CPRC, as borrower, the Registrant, as covenantor, Bank of Montreal, as administrative agent, and the various lenders party thereto (the “Second Amended and Restated Credit Agreement”).

The Third Amended and Restated Credit Agreement amends and restates the Second Amended and Restated Credit Agreement to provide for, among other things, (i) the transition of the interest rate benchmark for borrowings denominated in Canadian Dollars from a rate based on the Canadian Dollar Offered Rate (CDOR) to a rate based on the Canadian Overnight Repo Rate Average (CORRA), subject to the adjustments specified in the Third Amended and Restated Credit Agreement, and (ii) the extension of the 5 Year Maturity Date (as such term is defined in the Third Amended and Restated Credit Agreement) from May 11, 2028 to June 25, 2029 for the 5 Year Facility (as such term is defined in the Third Amended and Restated Credit Agreement) and the extension of the 2 Year Maturity Date (as such term is defined in the Third Amended and Restated Credit Agreement) from May 11, 2025 to June 25, 2026 for the 2 Year Facility (as such term is defined in the Third Amended and Restated Credit Agreement).

The foregoing description of the Third Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.