Shearman & Sterling represented Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC as representatives of several initial purchasers in connection with a private placement of 6.625% Senior Notes due 2020 by Kansas City Southern de México, S.A. de C.V. (KCSM) pursuant to Rule 144A and Regulation S.

The proceeds from the offering were used to fund the repurchases of KCSM’s existing 7-5/8% Senior Notes due 2013 and 12-1/2% Senior Notes due 2016 pursuant to tender offers and a related consent solicitation.

Shearman & Sterling also acted as counsel to Merrill Lynch, Pierce, Fenner & Smith Incorporated as a dealer manager and solicitation agent in connection with the tender offers and a related consent solicitation.

Kansas City Southern de México operates a primary rail line between Northeastern and Central Mexico and the United States.

The following Shearman & Sterling lawyers advised the placement agents on this transaction: partners Joel Klaperman (New York-Capital Markets) and Don Lonczak (Washington, DC-Tax); counsel Sanjeev Magoon (Washington, DC-Tax); associates Grissel Mercado (New York-Capital Markets), Joe M. Sasanuma (New York-Capital Markets), Oliver Loxley (New York-Capital Markets); and international trainee Sedina Aidam (New York-Capital Markets).