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

Date of Report (Date of earliest event reported): ~~May 8~~October 30, 2013 (~~May~~October 324, 2013)

KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V.

S.A. DE C.V.

(Exact name of registrant as specified in its charter)

Mexico

333-08322

98-0519243

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

Montes Urales 625

Lomas de Chapultepec

11000 Mexico, D.F.

Mexico

(Address of principal executive office)(Zip Code)

+ (5255) 9178-5836

(Registrant’s telephone number, including area code)

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))

Item 1.01

Entry into a Material Definitive Agreement.

~~Indentures~~Purchase Agreement

On ~~May 3~~October 24, 2013, Kansas City Southern de México, S.A. de C.V. (the “Company”), entered into ~~(1) an~~a ~~Indenture~~purchase agreement (the “~~2020~~Purchase ~~Notes Indenture~~Agreement”) with UJ.SP. ~~Bank~~Morgan ~~National~~Securities ~~Association,~~LLC ~~as trustee~~ (“~~U.S. Bank~~JPM”), ~~pursuant~~Merrill toLynch, ~~which~~Pierce, ~~the~~Fenner & ~~Company~~Smith ~~issued~~Incorporated ~~$275.0 million~~(“Merrill inLynch”) ~~aggregate~~and ~~principal~~Morgan ~~amount~~Stanley & ~~of 2~~Co.~~35%~~ ~~Senior~~LLC ~~Notes due 2020~~ (~~the~~ “~~2020~~Morgan ~~Notes~~Stanley”) ~~and~~, ~~(2) an~~as representatives ~~Indenture~~of (the ~~“2023~~several ~~Notes~~initial ~~Indenture”~~purchasers ~~and,~~named ~~together~~in ~~with~~ the ~~2020~~Purchase ~~Notes~~Agreement ~~Indenture,~~ (the “~~Indentures~~Initial Purchasers”) ~~with U.S. Bank~~, asto ~~trustee,~~issue ~~pursuant~~and sell to ~~which~~ the ~~Company~~Initial ~~issued~~Purchasers, $~~450.0~~250 million in aggregate principal amount of ~~3.0%~~its Floating Rate Senior Notes due 2016 ~~2023~~ (the “~~2023~~ Notes”) ~~and,~~in ~~together~~a ~~with~~private placement transaction pursuant to an exemption from the ~~2020~~registration ~~Notes~~requirements of the Securities Act of 1933, as amended (the “~~Notes~~Securities Act”). ~~See~~Under the ~~discussion~~Purchase ~~below~~Agreement, ~~under~~the Notes are ~~Item 2.03~~expected ~~for~~to abe ~~description~~resold ofby the ~~material~~Initial ~~terms~~Purchasers ~~and~~to ~~conditions~~qualified ofinstitutional buyers pursuant to Rule 144A promulgated under the ~~Indentures~~Securities Act or to non-U.S. persons pursuant to Regulation S promulgated under the Securities Act.

The above description of the Purchase Agreement is qualified in its entirety by the full text of the agreement, attached hereto as Exhibit 10.1.

Indenture

On October 29, 2013, the Company entered into an indenture (the “Indenture”) with U.S. Bank National Association, as trustee and paying agent (“U.S. Bank”), pursuant to which the Company issued the Notes. See the discussion below under Item 2.03 for a description of the material terms and conditions of the Indenture.

Registration Rights Agreement

On ~~May~~October 329, 2013, the Company entered into a registration rights agreement ~~(the “Registration Rights Agreement”)~~ with ~~J.P. Morgan Securities LLC~~JPM, Merrill Lynch, ~~Pierce, Fenner & Smith Incorporated~~ and Morgan Stanley & ~~Co. LLC, as representatives of~~ (the “Registration ~~several~~Rights ~~initial~~Agreement”) ~~purchasers,~~ pursuant to which the Company agreed, for the benefit of the holders of the Notes, to use its reasonable best efforts to:

• ~~file~~File a registration statement with respect to a registered offer to exchange the Notes for new exchange notes having terms identical in all material respects to the Notes (except that the exchange notes will not contain transfer restrictions); and

• ~~use~~Use its commercially reasonable efforts to complete the registered exchange offer (the “Exchange Offer”) within 270 days after the ~~May~~October 329, 2013 closing date of the offering of the Notes.

~~The~~Promptly ~~Company~~after ~~has~~the ~~agreed~~exchange toregistration ~~promptly~~statement ~~commence~~has ~~the Exchange~~been ~~Offer~~declared ~~upon~~effective, the ~~effectiveness~~Company ofwill commence the registered exchange ~~registration statement~~offer.

The above description of the Registration Rights Agreement is qualified in its entirety by reference to the ~~terms~~full text of such ~~that~~ agreement, attached hereto as Exhibit 4.32.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Notes are unsecured and senior obligations of the Company. The ~~2020~~ Notes bear interest at a rate ofequal ~~2.35% per~~to ~~annum and~~ the ~~2023 Notes~~three-month ~~bear~~U.S. ~~interest~~dollar atLIBOR plus a70 ~~rate~~basis ofpoints ~~3.0%~~ per annum. Interest is payable ~~semiannually~~quarterly in cash on ~~May~~January 1528, April 28, July 28 and ~~November~~October 1528 of each year, beginning ~~November~~January 1528, ~~2013~~2014, to persons who are the registered holders of the Notes at the close of business on the immediately preceding ~~May~~January 1, April 1, July 1 and ~~November~~October 1, respectively. The ~~2020~~ Notes will mature on ~~May~~October 1528, ~~2020 and the 2023 Notes will mature on May 15, 2023~~2016. The Company has agreed to pay Additional Amounts (as defined in the ~~Indentures~~Indenture) as necessary such that all payments made to holders of Notes shall be free of withholding tax.

~~The~~Except ~~Company, at its option, may redeem the Notes~~ in ~~whole~~certain circumstances ~~at any time or~~ in ~~part~~connection ~~from time to time prior to April 15, 2020,~~ with ~~respect to~~ the ~~2020~~Exchange ~~Notes,~~Offer ~~and~~(as ~~February 15,~~discussed ~~2023,~~below) ~~with~~or ~~respect~~as ~~to the 2023 Notes, in each case, at~~ a ~~redemption~~result ~~price equal to the greater~~ of ~~(i) 100%~~a ofchange ~~the~~in ~~principal amount of~~ the ~~applicable~~Mexican ~~Notes~~withholding totax berate, ~~redeemed and (ii)~~ the ~~sum~~Company ofmay ~~the~~not ~~present~~redeem ~~values of~~ the ~~remaining scheduled payments of principal and interest on the applicable~~ Notes prior to bematurity. ~~redeemed (exclusive of interest accrued~~

toThe ~~the~~Indenture ~~date~~limits ~~of redemption) discounted to~~ the ~~date~~ability of ~~redemption on a semiannual basis as set forth in~~ the ~~applicable~~Company ~~Indenture and any Additional Amounts~~ to, ~~but~~incur ~~excluding,~~liens ~~the~~on ~~redemption~~any ~~date. On~~stock or ~~after~~indebtedness ~~April 15,~~of significant ~~2020,~~subsidiaries. ~~with~~In ~~respect to~~ the ~~2020~~event ~~Notes,~~of ~~and~~a ~~February 15,~~Change ~~2023,~~of ~~with~~Control ~~respect~~Repurchase toEvent ~~the~~(as ~~2023~~defined ~~Notes,~~in the ~~applicable Notes may be redeemed~~Indenture), at the Company’s ~~option,~~will inbe ~~whole~~required ~~or in part at any time and from time~~ to ~~time~~make ~~at a~~an ~~redemption~~offer ~~price equal~~ to ~~100%~~each ofholder ~~the principal amount~~ of ~~applicable~~ Notes to berepurchase ~~redeemed~~all ~~plus~~or ~~accrued interest and~~ any ~~Additional Amounts to but excluding the redemption date. The Notes will also be subject to redemption, in whole, but not in~~ part, atof ~~the~~that ~~Company~~holder’s ~~option~~Notes at ~~any~~a repurchase ~~time~~price atin acash ~~redemption~~equal ~~price~~to ~~of 100~~101% of the aggregate principal amount of the ~~applicable~~ Notes repurchased plus accrued interest ~~and Additional Amounts owing thereon~~, if any, to, but excluding, the ~~redemption~~ date, ~~in the event the Company becomes or would become obligated to pay, any Additional Amounts in excess~~ of ~~those attributable to a withholding tax rate of 4~~repurchase.9% ~~as a result of a change in or amendment to the laws of Mexico.~~

~~Upon~~In ~~completion~~addition, ofunder the ~~Exchange Offer~~Indenture, the ~~Company~~Notes issued thereunder may ~~redeem~~be ~~Notes~~declared ~~that~~immediately ~~are~~due ~~not~~and ~~exchanged~~payable inby the ~~Exchange~~trustee ~~Offer~~or inthe anholders ~~amount~~of upat least ~~to 2.0~~25% of ~~the~~in ~~original~~ aggregate principal amount of ~~the~~such ~~applicable~~ Notes ~~issued~~then atoutstanding aif ~~redemption~~certain ~~price~~events of ~~100%~~default ofoccur ~~such~~and ~~Notes~~are ~~principal~~continuing ~~amount~~under ~~plus~~the ~~accrued~~Indenture. ~~interest~~Subject to certain qualifications and ~~any~~applicable ~~Additional~~grace ~~Amounts~~periods ~~to,~~as ~~but~~set ~~excluding~~forth in the Indenture, the events ~~redemption~~of ~~date.~~default include the following:

The Indentures limit the ability of the Company to incur liens on any stock or indebtedness of significant subsidiaries. In the event of a Change of Control Repurchase Event (as defined in the Indentures), the Company will be required to make an offer to each holder of Notes to repurchase all or any part of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued interest, if any, to, but excluding, the date of repurchase.

In addition, under the Indentures, the Notes issued thereunder may be declared immediately due and payable by the trustee or the holders of at least 25% in aggregate principal amount of such Notes then outstanding if certain events of default occur and are continuing under the Indenture. Subject to certain qualifications and applicable grace periods as set forth in the Indenture, the events of default include the following:

•

the Company fails to pay the principal or any premium on a Note on its due date;

•

the Company fails to pay interest or any Additional Amounts on any Note within 30 days of its due date;

• the Company defaults in the performance of, or breach of, any covenant of the ~~applicable~~ Indenture and such default continues for a period of 90 days after written notice by the trustee or the holders of 25% or more in aggregate principal amount of the applicable Notes;

• certain events of bankruptcy or insolvency described in ~~each~~the Indenture with respect to the Company or its Significant Subsidiaries (as defined in the ~~Indentures~~Indenture); or

• ~~the~~ termination of the Company’s rights under the Concession Title (as defined in the ~~Indentures~~Indenture) which result in a material adverse effect on the Company or the commandeering of the Northeast Rail Lines.

The above ~~descriptions~~description of the ~~Indentures~~Indenture ~~are~~ is qualified in ~~their~~its entirety by reference to the full text of the ~~Indentures copies of which are~~ Indenture, attached hereto as ~~Exhibits~~Exhibit 4.1 ~~and 4~~.2.

Item 3.03 Material Modification to Rights of Security Holders.

On May 3, 2013, the Company accepted for purchase (the “Early Settlement”) all of its 8% Senior Notes due 2018 (the “8% Notes”) and its 6.625% Senior Notes due 2020 (the “6.625% Notes” and, together with the 8% Notes, the “Any and All Notes”) validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on April 23, 2013, in connection with the Company’s previously announced cash tender offers and consent solicitations for the Any and All Notes. Following the Early Settlement, the provisions of the supplemental indentures (the “Supplemental Indentures”) executed on April 23, 2013, which eliminate substantially all of the restrictive covenants and certain events of default included in the indentures governing the Any and All Notes, became operative.

The above descriptions of the Supplemental Indentures are qualified in their entirety by reference to the full text of the Supplemental Indentures, copies of which are attached hereto as Exhibits 4.4 and 4.5.

Item 8.01 Other Events

On May 3, 2013, the Company’s parent, Kansas City Southern, issued a press release announcing the early settlement by the Company of the cash tender offers for its Any and All Notes. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
4.1		~~2020 Notes~~ Indenture, dated ~~May~~October 329, 2013.
4.2		~~2023~~Registration ~~Notes~~Rights ~~Indenture~~Agreement, dated ~~May~~October 329, 2013.
4.3		Registration Rights Agreement, dated May 3, 2013
10.1		Purchase Agreement, dated October 24, 2013, among the Company, JPM, Merrill Lynch and Morgan Stanley.
4.4		8% Notes Supplemental Indenture, dated April 23, 2013
4.5		6.625% Notes Supplemental Indenture, dated April 23, 2013
99.1		Press Release, dated May 3, 2013 announcing early settlement by the Company of the cash tender offers for its Any and All Notes

SIGNATURES

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

KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V. By: /s/ Michael W. ~~Cline~~Upchurch Name: Michael W. ~~Cline~~Upchurch Title: ~~Treasurer~~Chief Financial Officer

Date: ~~May~~October 830, 2013

INDEX TO EXHIBITS

Number		Description
4.1		~~2020 Notes~~ Indenture, dated ~~May~~October 329, 2013.
4.2		~~2023~~Registration ~~Notes~~Rights ~~Indenture~~Agreement, dated ~~May~~October 329, 2013.
4.3		Registration Rights Agreement, dated May 3, 2013
10.1		Purchase Agreement, dated October 24, 2013, among the Company, JPM, Merrill Lynch and Morgan Stanley.
4.4		8% Notes Supplemental Indenture, dated April 23, 2013
4.5		6.625% Notes Supplemental Indenture, dated April 23, 2013
99.1		Press Release, dated May 3, 2013 announcing early settlement by the Company of the cash tender offers for its Any and All Notes

Filing Compare · Kansas City Southern de Mexico, S.A. de C.V.