Shearman & Sterling represented Banc of America Securities LLC, J.P. Morgan Securities Inc. and Scotia Capital (USA) Inc. as joint bookrunning managers and BBVA Securities Inc. and BMO Capital Markets Corp. as co-managers in connection with a Rule 144A/Reg S offering of high yield 8% Senior Notes due 2018 by Kansas City Southern de México, S.A. de C.V. The proceeds from the offering were used to fund in part a cash tender offer to purchase up to $290 million aggregate principal amount of one of the issuer’s outstanding series of senior notes.

Shearman & Sterling is also acting as counsel to Banc of America Securities LLC as dealer manager in the tender offer, which was announced concurrently with the senior notes offering on January 7, 2010.

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

The following Shearman & Sterling attorneys 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); and associates Stephen Ashley (New York-Capital Markets), Grissel Mercado (New York-Capital Markets), Jason Gao (New York-Capital Markets) and David Ni (New York-Capital Markets).