Canadian Pacific Kansas City Ltd 8-K, filed Dec 7, 2020
Canadian Pacific Kansas City Ltd (CP)
8-K
2020-12-07
For: 2020-12-01
View Original
Added on
April 11, 2026
About this 8-K
Canadian Pacific Kansas City Ltd filed this 8-K on December 7, 2020, reporting on events of December 1, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
Canadian Pacific Railway Limited
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Canada,
(Address of principal executive offices) (Zip Code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares, without par value, of Canadian Pacific Railway Limited |
CP | Toronto Stock Exchange | ||
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company |
BC87 | London Stock Exchange |
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. ☐
| ITEM 8.01. | Other Events. |
On December 1, 2020, Canadian Pacific Railway Limited (the “Corporation”) issued a press release announcing that the Corporation had completed its best-ever November and second-best-ever month for shipping Canadian grain and grain products. On December 2, 2020, the Corporation issued a press release announcing that the Corporation and Hapag-Lloyd AG have extended their long-term rail service agreement to the end of 2025. On December 2, 2020, the Corporation issued a press release announcing its proposal to build a multi-modal, multi-commodity transload and logistics facility on strategic land holdings adjacent to the Corporation’s existing intermodal rail facility in Pitt Meadows, B.C. Copies of these press releases are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| Exhibit 99.1 | Press Release dated December 1, 2020. | |
| Exhibit 99.2 | Press Release dated December 2, 2020. | |
| Exhibit 99.3 | Press Release dated December 2, 2020. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| Exhibit 99.1 | Press Release dated December 1, 2020. | |
| Exhibit 99.2 | Press Release dated December 2, 2020. | |
| Exhibit 99.3 | Press Release dated December 2, 2020. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Dated: December 4, 2020 | ||||
| CANADIAN PACIFIC RAILWAY LIMITED | ||||
| By: | /s/ Nizam Hasham | |||
| Name: | Nizam Hasham | |||
| Title: | Assistant Corporate Secretary | |||
EXHIBIT 99.1
Release: December 1, 2020
CP announces best-ever November for Canadian grain transport
CALGARY – Canadian Pacific (TSX: CP) (NYSE: CP) has completed its best-ever November and second-best-ever month for shipping Canadian grain and
grain products, with 2.96 million metric tonnes (MMT) moved. This exceeds the previous November record in 2019 by 8 percent, and is second only to October 2020 for total monthly tonnage. CP has shipped 11.13 MMT of Canadian grain and grain products
in the 2020-2021 crop year, exceeding the amount shipped at this time in the 2019-2020 crop year by 15 percent.
“From a combine’s first cut in the field to a ship’s departure from port, so many dedicated individuals, teams and organizations must come
together to make grain transportation a success,” said Joan Hardy, CP Vice-President Sales and Marketing Grain and Fertilizers. “As we reflect on the record movements of grain this crop year, we must think about the hard-working people across the
supply chain who’ve helped to feed the world in a year of great adversity.”
CP continues to invest in its grain fleet with additional hopper cars coming into service each week. CP has added more than 3,700 new
hopper cars to its fleet via purchase or lease. The new high-efficiency railcars carry 15 percent more grain by volume and 10 percent more by weight compared to the older cars they are replacing.
CP voluntarily publishes a weekly Canadian grain and grain product
supply chain scorecard. The scorecard outlines CP's performance for the previous grain week and includes, when necessary, detailed information on any internal or external factors affecting grain movement. More information is available on CP’s website.
Note on forward-looking information
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking information")
within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions,
and results of operations or performance. Forward-looking information may contain statements with words or headings such as "will", "anticipate", "believe", "expect", "plan", "should" or similar words suggesting future outcomes.
This news release contains forward-looking information relating, but not limited to, our operations, priorities and plans, the impacts of
COVID-19 on CP's business, anticipated growth in our high-capacity hopper car fleet, and capital expenditures, shipment capacity and completion.
The forward-looking information contained in this news release is based on current expectations, estimates, projections and assumptions, having
regard to CP's experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: North American and global economic growth; commodity demand growth; agricultural
production; commodity prices and interest rates; performance of our assets and equipment; sufficiency of our budgeted capital expenditures in carrying out our business plan; our ability to complete our capital and maintenance projects on the
timelines anticipated; applicable
Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by
forward-looking information. By its nature, CP's forward-looking information involves inherent risks and uncertainties that could cause actual results to differ materially from the forward looking information, including, but not limited to, the
following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks associated with agricultural production, such as weather conditions and insect populations; the availability and
price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; changes
in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; uncertainties of investigations, proceedings or other types
of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; trade restrictions or
other changes to international trade arrangements; climate change; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats
and governmental response to them, and technological changes; and the pandemic created by the outbreak of the novel strain of coronavirus (and the disease known as COVID-19) and resulting effects on economic conditions, the demand environment for
logistics requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains. The foregoing list of
factors is not exhaustive. These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States. Reference should be made to "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Forward-Looking Statements" in CP's annual and interim reports on Form 10-K and 10-Q.
The forward-looking information contained in this news release is made as of the date hereof. Except as required by law, CP undertakes no
obligation to update publicly or otherwise revise any forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP
provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain
expertise. Visit cpr.ca to see the rail advantages of CP. CP-IR
Page 2
Media
Andy Cummings
612-554-0850
24/7 media pager: alert_mediarelations@cpr.ca
Andy_cummings@cpr.ca
Investment Community
Maeghan Albiston
403-319-3591
investor@cpr.ca
Page 3
EXHIBIT 99.2
Release: December 2, 2020
CP and Hapag-Lloyd extend rail transportation agreement; add Port of Saint John service
CALGARY – Today Canadian Pacific (NYSE: CP) (TSX: CP) and Hapag-Lloyd AG (XETR: HLAG) (FWB: HLG) announced they have extended their long-term rail
service agreement to the end of 2025. Additionally, after successful calls to the Port of Saint John, N.B., this summer, Hapag-Lloyd will begin regular service via CP and this key Atlantic Canada port starting in 2021.
“It’s a special day when we get to announce the renewal of a contract with Hapag-Lloyd, our largest customer by volume and a world-class ocean
carrier,” said CP President and Chief Executive Officer Keith Creel. “It’s through our network reach and disciplined execution of the precision scheduled railroading model that we can offer a caliber of service capable of winning our customers’ support
in this way. With our expanded reach to the deep-water port at Saint John, we are proud to offer Hapag-Lloyd another reason to use our services.”
CP regained access to the Port of Saint John in June 2020 with the acquisition of the Central Maine & Quebec Railway and through connections
with the Eastern Maine and New Brunswick Southern railways.
“The return of CP was a transformational development for our region,” said New Brunswick Premier Blaine Higgs. “This agreement with Hapag-Lloyd is
another critical step for our province. Port Saint John offers a competitive advantage, and this will lead to more jobs and more investment in New Brunswick.”
CP also serves Hapag-Lloyd through ports at Vancouver and Montréal.
“Having Hapag-Lloyd call the Port of Saint John regularly is the first step in the port becoming a world-class gateway,” Creel said. “Through the
Port of Saint John, CP enjoys about a 200-mile advantage over our competition into Montréal, Toronto and Chicago. This East Coast advantage bodes well for businesses in Atlantic Canada, customers across our network, and for the broader supply chain. We
are only just starting to unlock the potential that exists at the Port of Saint John.”
Note on forward-looking information
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking information") within
the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and
results of operations or performance. Forward-looking information may contain statements with words or headings such as "will", "anticipate", "believe", "expect", "plan", "should" or similar words suggesting future outcomes.
This news release contains forward-looking information relating, but not limited, to, our operations, priorities and plans, the anticipated timely
performance by us and Hapag-Lloyd AG of our respective obligations, the anticipated timing and use of, and impacts and benefits to, the Port of Saint John by Hapag-Lloyd AG and the anticipated and future benefits of CP’s rail network from the Port of
Saint John to businesses in Atlantic Canada, CP’s customers and the supply chain.
The forward-looking information contained in this news release is based on current expectations, estimates, projections and assumptions, having
regard to CP's experience and its perception of
Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by
forward-looking information. By its nature, CP's forward-looking information involves inherent risks and uncertainties that could cause actual results to differ materially from the forward looking information, including, but not limited to, the
following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks associated with agricultural production, such as weather conditions and insect populations; the availability and price
of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; changes in
laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; changes in fuel prices; uncertainties of investigations, proceedings or other types of
claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; trade restrictions or other
changes to international trade arrangements; climate change; various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and
governmental response to them, and technological changes; and the pandemic created by the outbreak of the novel strain of coronavirus (and the disease known as COVID-19) and resulting effects on economic conditions, the demand environment for logistics
requirements and energy prices, restrictions imposed by public health authorities or governments, fiscal and monetary policy responses by governments and financial institutions, and disruptions to global supply chains. The foregoing list of factors is
not exhaustive. These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States. Reference should be made to "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Forward-Looking Statements" in CP's annual and interim reports on Form 10-K and 10-Q.
The forward-looking information contained in this news release is made as of the date hereof. Except as required by law, CP undertakes no
obligation to update publicly or otherwise revise any forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP
provides North American customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise.
Visit cpr.ca to see the rail advantages of CP. CP-IR
Page 2
Media
Andy Cummings
612-554-0850
24/7 media pager: alert_mediarelations@cpr.ca
Andy_cummings@cpr.ca
Investment Community
Maeghan Albiston
403-319-3591
investor@cpr.ca
Page 3
EXHIBIT 99.3
Release:December 2 2020
CP supporting Canada’s economic recovery with a transload and logistics hub on Canada’s Pacific coast; community engagement process underway for the CP
Logistics Park: Vancouver
Calgary – Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP) is proposing to build a multi-modal, multi-commodity transload and logistics facility on strategic land holdings
adjacent to its existing intermodal rail facility in Pitt Meadows, B.C. The proposed facility, named the CP Logistics Park: Vancouver, is in the early stages of design and is subject to regulatory approval prior to CP’s final investment decision.
“As Canada continues to seek sustainable ways to fuel our economic recovery, the CP Logistics Park: Vancouver would be a critical piece of infrastructure to keep Canadian goods
moving, create jobs and build confidence in Canada as a strong and sustainable global trading partner,” said Keith Creel, CP President and Chief Executive Officer. “Moving goods by rail is environmentally sustainable, removes long-haul trucks from
our publicly funded roads and highways, and ultimately reduces greenhouse gas emissions for the benefit of us all.”
The proposed 41-hectare facility has three major rail and transload components:
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●
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Agricultural hub where Canadian agricultural products will be received by rail and transloaded to shipping containers for distribution in custom allotments around the world;
|
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An auto compound to receive by rail North American-made automobiles destined for local distributors, with specific design consideration to accommodate electric vehicles; and
|
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A liquid energy transload and rail facility to serve Metro Vancouver demand for transportation fuels and ethanol.
|
The project will ensure critical infrastructure is in place in Vancouver, Canada’s largest trade gateway, to meet current and future demands of the Canadian economy. CP
Logistics Park: Vancouver will also help strengthen the critical link between Canada’s farmers and markets in Asia.
CP has already commenced its First Nations engagement for the project, which is within Katzie First Nation Traditional Territory. CP will now commence community engagement with
other stakeholders. Members of the community are invited to visit cplogisticspark.ca to learn more about the project and provide their
feedback. Due to the COVID-19 pandemic, open houses will be held virtually on December 8 and 12 and a project feedback form will be available on the website until January 15, 2021. Further engagement in 2021 will focus on environmental studies now
underway.
Forward Looking Statement
This news release contains certain forward-looking information and forward-looking statements (collectively, "forward-looking information") within the
meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements concerning expectations, beliefs, plans, goals, objectives, assumptions and statements about possible future events, conditions, and
results of operations or performance. Forward-looking information may contain statements with words or headings such as "financial expectations", "key assumptions", "anticipate", "believe", "expect", "plan", "will", "outlook", "should" or similar
words suggesting future outcomes. This news release contains forward-looking information relating, but not limited to, the outcome of environmental studies, First Nations and community engagement and regulatory approval processes, the
completion of the design and construction of the CP Logistics Park: Vancouver in accordance with
its currently proposed design and timeline, including with respect to its anticipated size and capabilities, the anticipated impacts of the CP Logistics Park: Vancouver on our business, our operations, priorities and plans, on the environment and
greenhouse gas emissions by us and third parties, on the Canadian economy and perceptions by third parties of Canada’s status as a global trade partner, and on our anticipated financial and operational performance.
The forward-looking information contained in this news release is based on current expectations, estimates, projections and assumptions, having regard to
CP's experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: foreign exchange rates, effective tax rates, land sales and pension income; greenhouse gas
emissions; North American and global economic growth; commodity demand growth; sustainable industrial and agricultural production; commodity prices and interest rates; performance of our assets and equipment; sufficiency of our budgeted capital
expenditures in carrying out our business plan; our ability to complete our capital and maintenance projects, including completion of the proposed CP Logistics Park: Vancouver in accordance with the specifications and timelines anticipated;
applicable laws, regulations and government policies, including required regulatory approvals; the availability and cost of labour, services and infrastructure; market demand for CP's services; First Nations engagement; environmental approvals; our
ability to maintain our relationships with key third parties; anticipated actions by third parties in response to changes in our business, operations, priorities and plans; and the satisfaction by third parties of their obligations to CP. Although CP
believes the expectations, estimates, projections and assumptions reflected in the forward-looking information presented herein are reasonable as of the date hereof, there can be no assurance that they will prove to be correct.
Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by
forward-looking information. By its nature, CP's forward-looking information involves inherent risks and uncertainties that could cause actual results to differ materially from the forward looking information, including, but not limited to, the
following factors: changes in business strategies; general North American and global economic, credit and business conditions; risks associated with agricultural production, such as weather conditions and insect populations; the availability and
price of energy and agricultural commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand, including market demand for autos, agricultural and energy commodities; changes in commodity prices;
uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; geopolitical instability; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential
increases in maintenance and operating costs; changes in fuel prices; uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous
goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; regulatory approvals and timing of regulatory approvals; results of engagement with First Nations and other communities; effects of changes in
market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; climate change; our inability to complete the design and construction of the CP
Logistics Park: Vancouver in accordance with the specifications and on the timelines anticipated; the failure by third parties to respond to changes in our business, operations, priorities and plans in the manner we anticipate or at all; and various
events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes. The list of
factors noted is not exhaustive. These and other factors are detailed from time to time in reports filed by CP with securities regulators in Canada and the United States. Reference should be made to "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Forward-Looking Information" in CP's annual and interim reports on Form 10-K and 10-Q.
Page 2
The forward-looking information contained in this news release is made as of the date hereof. Except as required by law, CP undertakes no obligation to
update publicly or otherwise revise any forward-looking information, or the foregoing assumptions and risks affecting such forward-looking information, whether as a result of new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the United States with direct links to major ports on the west and east coasts. CP provides North American
customers a competitive rail service with access to key markets in every corner of the globe. CP is growing with its customers, offering a suite of freight transportation services, logistics solutions and supply chain expertise. Visit cpr.ca to see
the rail advantages of CP. CP-IR
Media
Salem Woodrow
204-934-4255
Salem_Woodrow@cpr.ca
Alert_MediaRelations@cpr.ca
Investment Community
Maeghan Albiston
403-319-3591
investor@cpr.ca
Page 3