Shearman & Sterling represented Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead dealer managers and solicitation agents, and Morgan Stanley & Co. LLC, as co-dealer manager and co-solicitation agent, in connection with (a) offers to exchange by Kansas City Southern (“KCS”) certain notes to be issued by Kansas City Southern for any and all of The Kansas City Southern Railway Company’s (“KCSR”) and Kansas City Southern de México, S.A. de C.V.’s (“KCSM”) existing notes and (b) KCS’s solicitations of consents on behalf of KCSR and KCSM, as applicable, from holders of the existing notes to certain amendments to the indentures governing the existing notes.

The exchange offers and consent solicitations were launched on November 9, 2015. The supplemental indentures removing certain restrictive covenants, events of default and other provisions of the existing indentures were entered into on November 23, 2015. Final settlement occurred on December 9, 2015.

KCS is a Delaware holding company with domestic and international rail operations in the United States and Mexico. KCSR operates a primary rail line in the Midwest and Southeast regions of the United States, while KCSM operates a primary rail line between Northeastern and Central Mexico and the United States.