10-20-2021 (WEDC) Agenda Packet Wylie Economic Development Corporation Board F 1
Regular Meeting
October 20, 2021 —8:30 AM
Council Conference Room-300 Country Club Road,Building#100,
Wylie, Texas 75098
CALL TO ORDER
INVOCATION& PLEDGE OF ALLEGIANCE
COMMENTS ON NON-AGENDA ITEMS
Any member of the public may address Board regarding an item that is not listed on the Agenda. Members of the public must
fill out a form prior to the meeting in order to speak.Board requests that comments be limited to three minutes for an individual,
six minutes for a group.In addition,Board is not allowed to converse, deliberate or take action on any matter presented during
citizen participation.
CONSENT AGENDA
All matters listed under the Consent Agenda are considered to be routine by the Board and will be enacted by one motion.
There will not be separate discussion of these items.If discussion is desired, that item will be removed from the Consent Agenda
and will be considered separately.
A. Consider and act upon approval of Minutes from the September 15,2021 Regular Meeting and September
27,2021 Special Called Meeting of the WEDC Board of Directors.
B. Consider and act upon approval of the September 2021 WEDC Treasurer's Report.
REGULAR AGENDA
1. Consider and act upon a First Amendment to the Purchase and Sale Agreement between the WEDC and
Victory Group, LLC.
DISCUSSION ITEMS
DS1. Discussion regarding ICSC-Here, We Go. 2021.
DS2. Staff report: WEDC Property Update, Downtown Parking, WEDC Office/Insurance Claim, Engineering
Report, Upcoming Events, New Board Member Handbook, WEDC Work Session and Board Tour, and
WEDC Activities/Programs.
EXECUTIVE SESSION
Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING.
A governmental body may conduct a closed meeting to deliberate the purchase, exchange, lease, or value of real
property if deliberation in an open meeting would have a detrimental effect on its negotiating position.
ES1. Consider the sale or acquisition of properties located at Ballard/Brown, Brown/Eubanks, FM 544/Cooper,
Jackson/Oak, State Hwy 78/Ballard, and State Hwy 78/Brown.
Fake 11
Sec. 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS;
CLOSED MEETING.
This chapter does not require a governmental body to conduct an open meeting:
(1) to discuss or deliberate regarding commercial or financial information that the governmental body has received
from a business prospect that the governmental body seeks to have locate, stay,or expand in or near the territory of
the governmental body and with which the governmental body is conducting economic development negotiations;
or
(2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1).
ES2. Deliberation regarding commercial or financial information that the WEDC has received from a business
prospect and to discuss the offer of incentives for Projects: 2017-10a,2020-11b, 2021-4a, 2021-4b, 2021-4c,
2021-6a, 2021-6c,2021-8a, 2021-8b, 2021-9c, 2021-9e, 2021-9f, and 2021-10a.
RECONVENE INTO OPEN SESSION
Take any action as a result from Executive Session.
FUTURE AGENDA ITEMS
ADJOURNMENT
CERTIFICATION
I certify that this Notice of Meeting was posted on October 15, 2021 at 5:00 p.m. on the outside bulletin board at
Wylie City Hall, 300 Country Club Road, Building 100, Wylie, Texas, a place convenient and readily accessible to
the public at all times.
Stephanie Storm, City Secretary Date Notice Removed
The Wylie Municipal Complex is wheelchair accessible. Sign interpretation or other special assistance for disabled
attendees must be requested 48 hours in advance by contacting the City Secretary's Office at 972.516.6020.Hearing
impaired devices are available from the City Secretary prior to each meeting.
If during the course of the meeting covered by this notice, the Board should determine that a closed or executive
meeting or session of the Board or a consultation with the attorney for the City should be held or is required, then
such closed or executive meeting or session or consultation with attorney as authorized by the Texas Open Meetings
Act, Texas Government Code § 551.001 et. seq., will be held by the Board at the date, hour and place given in this
notice as the Board may conveniently meet in such closed or executive meeting or session or consult with the
attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act, including,
but not limited to, the following sanctions and purposes:
Texas Government Code Section:
§ 551.071 —Private consultation with an attorney for the City.
§ 551.072—Discussing purchase, exchange, lease or value of real property.
§ 551.073 —Discussing prospective gift or donation to the City.
§ 551.074—Discussing personnel or to hear complaints against personnel.
§ 551.076—Discussing deployment of security personnel or devices or security audit.
§ 551.087—Discussing certain economic development matters.
Page 12
Minutes
Wylie Economic Development Corporation
Board of Directors Meeting
September 15, 2021 — 8:30 A.M.
300 Country Club Road, Building#100
Wylie, TX 75098
CALL TO ORDER
Announce the presence of a Quorum
President Demond Dawkins called the regular meeting to order at 8:36 a.m.Board Members present were Melisa
Whitehead, Gino Mulliqi, and Blake Brininstool.
Ex-Officio Member Mayor Matthew Porter was present.
WEDC staff present included Executive Director Jason Greiner, BRE Director Angel Wygant, and Senior
Assistant Rachael Hermes.
INVOCATION & PLEDGE OF ALLEGIANCE
President Dawkins gave the invocation and led the Pledge of Allegiance.
COMMENTS ON NON-AGENDA ITEMS
With no citizen participation, President Dawkins moved to Regular Agenda.
CONSENT AGENDA
All matters listed under the Consent Agenda are considered to be routine by the WEDC Board of Directors and
will be enacted by one motion. There will not be a separate discussion of these items. If discussion is desired,
that item will be removed from the Consent Agenda and will be considered separately.
A. Consider and act upon approval of the August 2021 WEDC Treasurer's Report.
B. Consider and act upon approval of Minutes from the August 18,2021 Regular Meeting of the
WEDC Board of Directors.
Board Action
A motion was made by Melisa Whitehead, seconded by Gino Mulliqi, to approve the Consent Agenda
as presented. A vote was taken, and the motion passed 4-0.
REGULAR AGENDA
1. Consider and act upon Resolution 2021-01(R) between the WEDC and Government Capital
Corporation.
Staff Comments
Staff discussed the next step in the process of borrowing funds to refinance current debt and acquire
additional properties.Approval of Resolution 2021-02(R)authorizes the borrowing of funds for the
loan in the principal amount of $8,108,000. Resolution 2021-02(R) will then be taken to City
Council for ratification via a separate Resolution by City Council. Staff noted that a few edits may
be necessary within the documents. Mayor Porter discussed the ability to authorize passage of the
Resolution and finalization of the documents for minor edits by the Executive Director prior to final
signature by the WEDC Secretary and WEDC Board President.Mayor Porter noted that substantial
edits would need to be brought back to the Board for their review.
WEDC—Minutes
September 15, 2021
Page 2 of 3
Board Action
A motion was made by Gino Mulliqi,seconded by Blake Brininstool,to approve Resolution 2021-02(R)
between the WEDC and Government Capital Corporation and authorize the WEDC Executive Director
to finalize the documents to be signed by the WEDC Secretary and President.A vote was taken,and the
motion passed 4-0.
DISCUSSION ITEMS
DS1. Staff report: WEDC Property Update, Downtown Parking, WEDC Office/Insurance Claim,
Engineering Report, Upcoming Events, WEDC Work Session and Board Tour, and WEDC
Activities/Programs.
Staff noted that sales tax revenues were up 20.20% for August and 18.68% for September. WEDC
property updates include seeking multiple bids/quotes for tree removal and demolition as well as
working toward land surveying for downtown parking.The majority of replacement office furniture has
been received at the WEDC offices, with the exception of chairs that have been delayed. Updated
engineering information is in process for flood studies of Steel Rd., Hooper Rd. and Alanis Dr. and
additional information will be provided when it is available. Staff highlighted virtual TEDC Sales Tax
Training attended by staff, Melisa Whitehead,and Gino Mulliqi. The first Community Open House for
the Comprehensive Plan was held on September 13`h and Mayor Porter encouraged everyone to log into
the online portal to provide their feedback and direction. Staff discussed the Retail Coach survey and
noted that the next meeting for CPAC is held on October 12'h with City Council. Staff discussed
upcoming events and opportunities to include the Chamber Rodeo, Manufacturing Day
Proclamation/Events, the September Chamber Luncheon with Representative Noble, and TEDC Basic
Economic Development Training.
EXECUTIVE SESSION
Recessed into Closed Session at 8:59 a.m.in compliance with Section 551.001,et. seq.Texas Government Code,
to wit:
Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING.
ES1. Consider the sale or acquisition of properties located at FM 544/Cooper,Jackson/Oak,State Hwy
78/Brown, State Hwy 78/Ballard, Ballard/Brown, State Hwy 78/Alanis, Regency/Steel, and
Brown/Eubanks.
Sec. 551.074. PERSONNEL MATTERS; CLOSED MEETING.
ES2. Evaluation of WEDC Staff.
Sec. 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS;
CLOSED MEETING.
ES3. Deliberation regarding commercial or financial information that the WEDC has received from a
business prospect and to discuss the offer of incentives for Projects: 2017-10a,2018-3a,2020-11b,
2021-4a,2021-4b,2021-4c,2021-6a,2021-8a, 2021-9a,and 2021-9b
RECONVENE INTO OPEN SESSION
Take any action as a result from Executive Session.
WEDC—Minutes
September 15, 2021
Page 3 of 3
President Demond Dawkins reconvened into Open Session at 10:28 a.m. and took no action.
FUTURE AGENDA ITEMS
There were no Items requested for inclusion on future agendas.
ADJOURNMENT
With no further business,President Dawkins adjourned the WEDC Board meeting at 10:28 a.m.
Demond Dawkins, President
ATTEST:
Jason Greiner, Executive Director
Minutes
Wylie Economic Development Corporation
Board of Directors Special Called Meeting
September 27, 2021 —7:30 A.M.
300 Country Club Road, Building#100
Wylie, TX 75098
CALL TO ORDER
Announce the presence of a Quorum
President Demond Dawkins called the special called meeting to order at 7:38 a.m.Board Members present were
Melisa Whitehead, Gino Mulliqi, Tim Gilchrist, and Blake Brininstool.
Ex-Officio Members Mayor Matthew Porter and City Manager Chris Hoisted were present.
WEDC staff present included Executive Director Jason Greiner, BRE Director Angel Wygant, and Senior
Assistant Rachael Hennes.
INVOCATION& PLEDGE OF ALLEGIANCE
Angel Wygant gave the invocation and led the Pledge of Allegiance.
COMMENTS ON NON-AGENDA ITEMS
With no citizen participation, President Dawkins moved to Regular Agenda.
REGULAR AGENDA
1. Consider and act upon issues surrounding a Purchase and Sale Agreement between WEDC and
the City of Wylie.
Staff Comments
Staff referenced the City of Wylie's Invitation to Bid for property at 802 W Kirby and the award
of bid for Sale of Real Property to WEDC at the 8-10-21 City Council Meeting. Staff noted that the
agreement has been reviewed by the WEDC attorney. Assuming approval by WEDC and
finalization of funding efforts, the anticipated closing date for the purchase would be October 22,
2021.
Board Action
A motion was made by Gino Mulliqi, seconded by Tim Gilchrist, to approve a Purchase and Sale
Agreement between WEDC and the City of Wylie for the sale of a 4.67-acre property located at
802 W Kirby and further authorize WEDC President Dawkins to execute all documentation
necessary to effectuate the transaction. A vote was taken, and the motion passed 5-0.
2. Consider and act upon Resolution 2021-02(R) between the WEDC and Government Capital
Corporation.
Staff Comments
This item was a placeholder in order to satisfy timing requirements for closing in the event that
additional discussion was required. Staff noted that there were a few minor changes made as
previously suggested and approved at the 9-20-21 WEDC Board Meeting. However, no
substantive changes were made, therefore no action is required on this item.
WEDC—Minutes
September 27, 2021
Page 2 of 3
Board Action
No action was required or taken on this item.
DISCUSSION ITEMS
DS1. Staff report: WEDC Property Update and Upcoming Events.
Staff discussed the WEDC-owned property at 100 W Oak and the tenant request to make door/window
improvements to the structure. The Board was in agreement that the tenant request is allowable at their
expense if all permitting/code requirements are satisfied. Staff discussed the pending purchase of
property at 802 W Kirby and the need for timely notice to vacate to existing tenants. The Board was in
favor of providing as much notice as possible. Staff discussed the process of acquiring additional
demolition and tree removal bids. Staff noted the upcoming National Manufacturing Day Proclamation
at the 9-28-21 City Council Meeting. Additional Manufacturing Day events will include five days of
facility tours with 16 Wylie manufacturers. Nearly 200 WISD students are expected to participate in
these tours. The October Chamber of Commerce luncheon will also feature Manufacturing Month and
Workforce Development Programs.
EXECUTIVE SESSION
Recessed into Closed Session at 7:52 a.m.in compliance with Section 551.001,et. seq.Texas Government Code,
to wit:
Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING.
ES1. Consider the sale or acquisition of properties located at Ballard/Brown, FM 544/Cooper,
Jackson/Oak, State Hwy 78/Ballard, and State Hwy 78/Brown.
Sec. 551.074. PERSONNEL MATTERS; CLOSED MEETING.
ES2. Evaluation of WEDC Staff.
Sec. 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS;
CLOSED MEETING.
ES3. Deliberation regarding commercial or financial information that the WEDC has received from a
business prospect and to discuss the offer of incentives for Projects: 2017-10a,2020-11b,2021-4a,
2021-4b,2021-4c, 2021-6a,2021-8a,2021-8b and 2021-9c.
RECONVENE INTO OPEN SESSION
Take any action as a result from Executive Session.
President Demond Dawkins reconvened into Open Session at 9:1.3 a.m. and took no action.
FUTURE AGENDA ITEMS
There were no Items requested for inclusion on future agendas.
ADJOURNMENT
With no further business,President Dawkins adjourned the WEDC Board meeting at 9:13 a.m.
WEDC—Minutes
September 27, 2021
Page 3 of 3
Demond Dawkins,President
ATTEST:
Jason Greiner,Executive Director
Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: October 20, 2021 Item Number: B
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 10/6/21 Exhibits: 4
Subject
Consider and act upon approval of the September 2021 WEDC Treasurer's Report.
Recommendation
Motion to approve the September 2021 WEDC Treasurer's Report.
Discussion
Presented for the Board's review and approval is the September 2021 Treasurer's Report detailing the month
and year-to-date financial transactions and perfoliiiance against budget. In this report you will find the Revenue
and Expense Report, Statement of Net Position, Balance Sheet, Sales Tax Report, and the Quarterly
Performance Agreement Summary.
REVENUES:
Sales Tax Revenue earned in July, allocated in September, was $307,681.15, an increase of 18.68% over the
same period in 2020.
EXPENSES:
Incentives
$30,000 Avanti Windows & Doors, LLC- Incentive 1 of 4
$30,000 Avanti Windows & Doors, LLC- Incentive 2 of 4
$45,000 Savannah Woodbridge Development, LLC- Incentive 1 of 2
$30.387.11 CSD Woodbridge, LLC- Quarterly Sales Tax Reimbursement
Special Services
$5,000 City of Wylie- FY 2020-2021 Accounting & IS Services
Streets &Alleys
$9,375 Kansas City Southern Railway- FM 544 Waterline Permit Fee
Page 1 of 1
Page 2 of 2
Additional Note:
Excess funds in Buildings (5611-54910) are due to the ice storm insurance claim. Funds will be transferred
from this account to Office Supplies/Computer Hardware & Software once all items have been received.
Debt Service& Capital Replacement-the first and final P&I payment was made to American National Bank in
September due to pending restructuring of debt with Government Capital. Budget transfer will be completed
to make final adjustment after funding.
C, 1 C September Report
Ev ,LOP"EST p Rev/Exp p
Account Summary
For Fiscal: 2020-2021 Period Ending: 09/30/2021
Variance
Original Current Period Fiscal Favorable Percent
Total Budget Total Budget Activity Activity (Unfavorable) Remaining
Fund:111-WYLIE ECONOMIC DEVEL CORP
Revenue
111-4000-40210 SALES TAX 2,968,437.00 2,968,437.00 307,681.15 3,137,275.28 168,838.28 105.69
111-400C)-46110 ALLOCATED INTEREST EARNINGS 6,000.00 6,000.00 118.54 1,136.19 -4,863.81 81.06
111-4000-48110 RENTAL INCOME 153,240.00 153,240.00 6,335.00 130,420.00 -22,820.00 14.89
111-4000-48410 MISCELLANEOUS INCOME 0.00 0.00 0.00 1,435.00 1,435.00 0.00
111 4000-4840 GAIN/(LOSS)SALE OF CAP ASSETS 164,500.00 164,500.00 0.00 -31,208.00 -195,708.00 118.97
111-4000-49600 INSURANCE RECOVERIES 0.00 54,545.27 0.00 40,614.11 -13,931.16 25.54
Revenue Total: 3,292,177.00 3,346,722.27 314,134.69 3,279,672.58 -67,049.69 2.00%
Expense
111-5611-51110 SALARIES 240,920.00 240,920.00 18,642.66 236,755.22 4,164.78 1.73
111-5611-51130 OVERTIME 0.00 0.00 0.00 1,810.38 -1,810.38 0.00
1.1-561.1-51.1.40 LONGEVITY PAY 784.00 784.00 0.00 588.00 196.00 25.00
111-5611-51 10 TMRS 37,464.00 37,464.00 2,949.30 36,551.44 912.56 2.44
111-5 6 1 1-5 1410 HOSPITAL&LIFE INSURANCE 36,369.00 36,369.00 3,567.88 35,148.46 1,220.54 3.36
111-5611-51.420 LONG-TERM DISABILITY 1,373.00 1,373.00 0.00 951.00 422.00 30.74
111-563131.440 FICA 14,986.00 14,986.00 1,055.09 13,780.55 1,205.45 8.04
111-5611-51.450 MEDICARE 3,505.00 3,505.00 246.75 3,222.88 282.12 8.05
11.1-5611-51.470 WORKERS COMP PREMIUM 305.00 305.00 0.00 246.78 58.22 19.09
111-5611-51.430 UNEMPLOYMENT COMP(TWC) 810.00 810.00 87.16 843.16 -33.16 -4.09
111-5611-52010 OFFICE SUPPLIES 5,000.00 5,000.00 1,193.07 6,001.68 -1,001.68 -20.03
11.1-561.1-52040 POSTAGE&FREIGHT 300.00 300.00 0.00 30.55 269.45 89.82
111-5611-52810 FOOD SUPPLIES 6,100.00 6,100.00 101.57 1,197.84 4,902.16 80.36
111-5611-54.610 FURNITURE&FIXTURES 0.00 0.00 1,563.94 25,201.94 -25,201.94 0.00
111-5611-54810 COMPUTER HARD/SOFTWARE 5,500.00 5,500.00 0.00 5,530.15 -30.15 -0.55
111-5611-54910 BUILDINGS 0.00 54,545.27 0.00 0.00 54,545.27 100.00
111-5611-56030 INCENTIVES 1,130,310.00 1,130,310.00 135,387.11 776,231.51 354,078.49 31.33
111-5611-56040 SPECIAL SERVICES 90,145.00 112,678.00 8,332.68 89,704.03 22,973.97 20.39
111-5611-56050 ADVERTISING 114,100.00 114,100.00 18,475.97 55,391.80 58,708.20 51.45
111-5611-56090 COMMUNITY DEVELOPMENT 44,550.00 44,550.00 2,714.36 17,637.05 26,912.95 60.41
111-5611-561.10 COMMUNICATIONS 5,936.00 5,936.00 519.82 3,786.12 2,149.88 36.22
111-561.1-561.30 RENTAL 27,000.00 27,000.00 2,250.00 27,166.50 -166.50 -0.62
111-5611-56210 TRAVEL&TRAINING 62,600.00 62,600.00 760.16 12,785.88 49,814.12 79.58
111-561.1-562 0 DUES&SUBSCRIPTIONS 30,018.00 30,018.00 1,653.37 30,369.92 -351.92 -1.17
111-5611-56310 INSURANCE 2,803.00 4,770.00 0.00 4,769.50 0.50 0.01
111-5611-56510 AUDIT&LEGAL SERVICES 33,000.00 33,000.00 120.00 11,745.00 21,255.00 64.41
111-5611-5655/0 ENGINEERING/ARCHITECTURAL 87,500.00 87,500.00 0.00 43,383.39 44,116.61 50.42
111-5611-56610 UTILITIES-ELECTRIC 2,400.00 2,400.00 256.49 1,979.15 420.85 17.54
111-5611-57410 PRINCIPAL PAYMENT 199,863.00 342,015.00 47,900.66 365,461.11 -23,446.11 -6.86
111-5611-57415 INTEREST EXPENSE 342,015.00 199,863.00 17,039.18 206,140.15 -6,277.15 -3.14
111-5611-58110 LAND-PURCHASE PRICE 0.00 408,540.00 0.00 407,332.20 1,207.80 0.30
111-561.1-5821C) STREETS&ALLEYS 1,005,000.00 1,558,680.00 9,375.00 198,555.00 1,360,125.00 87.26
111-5611-58830 FURNITURE&FIXTURES 2,500.00 2,500.00 0.00 797.00 1,703.00 68.12
111-5611-58995 CONTRA CAPITAL OUTLAY 0.00 0.00 0.00 -407,332.20 407,332.20 0.00
Expense Total: 3,533,156.00 4,574,421.27 274,192.22 2,213,763.14 2,360,658.13 51.61%
Fund:111-WYLIE ECONOMIC DEVEL CORP Surplus(Deficit): -240,979.00 -1,227,699.00 39,942.47 1,065,909.44 2,293,608.44 186.82%
1.0/187 021 1 3.-I PM f'arqu 1 of 1
Budget Report For Fiscal:2020-2021 Period Ending:09/30/2021
Variance
Original Current Period Fiscal Favorable Percent
Total Budget Total Budget Activity Activity (Unfavorable) Remaining
Fund:922-GEN LONG TERM DEBT(WEDC)
Expense
922-561.157410 PRINCIPAL PAYMENT 0.00 0.00 -47,900.66 -365,461.11 365,461.11 0.00%
Expense Total: 0.00 0.00 -47,900.66 -365,461.11 365,461.11 0.00%
Fund:922-GEN LONG TERM DEBT(WEDC)Total: 0.00 0.00 -47,900.66 -365,461.11 365,461.11 0.00%
...--
Report Surplus(Deficit): -240,979.00 -1,227,699.00 87,843.13 1,431,370.55 2,659,069.55 216.59%
10/18/2021 1:23:43 PM Page 2 of 4
Budget Report For Fiscal:2020-2021 Period Ending:09/30/2021
Group Summary
Variance
Original Current Period Fiscal Favorable Percent
Account Typ... Total Budget Total Budget Activity Activity (Unfavorable) Remaining
Fund:111-WYLIE ECONOMIC DEVEL CORP
Revenue 3,292,177.00 3,346,722.27 314,134.69 3,279,672.58 -67,049.69 2.00%
Expense 3,533,156.00 4,574,421.27 274,192.22 2,213,763.14 2,360,658.13 51.61%
Fund:111-WYLIE ECONOMIC DEVEL CORP Surplus(Deficit): -240,979.00 -1,227,699.00 39,942.47 1,065,909.44 2,293,608.44 186.82%
Fund:922-GEN LONG TERM DEBT(WEDC)
Expense 0.00 0.00 -47,900.66 -365,461.11 365,461.11 0.00%
Fund:922-GEN LONG TERM DEBT(WEDC)Total: 0.00 0.00 -47,900.66 -365,461.11 365,461.11 0.00%
Report Surplus(Deficit): -240,979.00 -1,227,699.00 87,843.13 1,431,370.55 2,659,069.55 216.59%
10118/2021 1:23343 PM Page 3 014
Budget Report For Fiscal:2020-2021 Period Ending:09/30/2021
Fund Summary
Variance
Original Current Period Fiscal Favorable
Fund Total Budget Total Budget Activity Activity (Unfavorable)
111-WYLIE ECONOMIC DEVEL COR -240,979.00 -1,227,699.00 39,942.47 1,065,909.44 2,293,608.44
922-GEN LONG TERM DEBT(WED( 0.00 0.00 47,900.66 365,461.11 365,461.11
Report Surplus(Deficit): -240,979.00 -1,227,699.00 87,843.13 1,431,370.55 2,659,069.55
10118/2021 1:23:43 PM Page 4 of 4
Wylie Economic Development Corporation
Statement of Net Position
As of September 30, 2021
Assets
Cash and cash equivalents $ 2,972,757.96
Receivables $ 60,000.00 Note 1
Inventories $ 12,435,269.70
Prepaid Items $ -
Total Assets $ 15,468,027.66
Deferred Outflows of Resources
Pensions $ 95,608.55
Total deferred outflows of resources $ 95,608.55
Liabilities
Accounts Payable and other current liabilities $ 62,542.88
Unearned Revenue $ 1,200.00 Note 2
Non current liabilities:
Due within one year $ 29,531.01 Note 3
Due in more than one year $ 5,090,934.76
Total Liabilities $ 5,184,208.65
Deferred Inflows of Resources
Pensions $ (47,711.41)
Total deferred inflows of resources $ (47,711.41)
Net Position
Net investment in capital assets $ -
Unrestricted $ 10,331,716.15
Total Net Position $ 10,331,716.15
Note 1: Includes incentives in the form of forgivable loans for$60,000(LUV-ROS)
Note 2: Deposits from rental property
Note 3: Liabilities due within one year includes compensated absences of$20,727
W Y L I E E C September Balance Sheet
Account Summary
As Of 09/30/2021
Account Name Balance
Fund:111-WYLIE ECONOMIC DEVEL CORP
Assets
1,,;1,m,,;,q.95)( 1€J„1.10 CLAIM ON CASH AND CASH EQUIV. 2,960,757.96
111-1000-1.01:15 CASH-WEDC-INWOOD 0.00
1.1.1-100040135 ESCROW 10,000,00
111-1000-10180 DEPOSITS 2,000.00
11;1.•11000-10198 OTHER-MISC CLEARING 0.00
111-1000-1.0 341. TEXPOOL 0.00
111 1000.10343 LOGIC 0.00
111-1000-1.0481 INTEREST RECEIVABLE 0.00
,1,,11-100Q-1=L5°1,1 ACCTS REC-MISC 0.00
11.1-100041.51 i` ACCTS REC-SALES TAX 0.00
111400042810 LEASE PAYMENTS RECEIVABLE 0.00
111-1000-12950 LOAN PROCEEDS RECEIVABLE 0.00
1.11 1000 12996 LOAN RECEIVABLE 0.00
1.1.1-1000-12997 ACCTS REC-JTM TECH 0.00
11.14000 12998 ACCTS REC-FORGIVEABLE LOANS 60,000.00
111-1000 141.1.2 INVENTORY-MATERIAL/SUPPLY 0.00
,111-1000-14116 INVENTORY-LAND&BUILDINGS 12,435,269.70
111_1100-1,4:118 INVENTORY-BAYCO/SANDEN BLVD 0.00
1:114000-14310 PREPAID EXPENSES-MISC 0.00
].111.000-1,4410 DEFERRED OUTFLOWS 438,367.00
Total Assets: 15,906,394.66 15,906,394.66
Liability
111-2000-20110 FEDERAL INCOME TAX PAYABLE 0.00
111-ZOOM-20111 MEDICARE PAYABLE 0.00
11.1-2000-20312 CHILD SUPPORT PAYABLE 0.00
1.11-2000-20113 CREDIT UNION PAYABLE 0.00
111-2000-201.14 IRS LEVY PAYABLE 0.00
1.11.-2000-201.11 NATIONWIDE DEFERRED COMP 0.00
11.1-2 000-20 11 6 HEALTH INSUR PAY-EMPLOYEE 50.02
111.-2.000-2011.7 TMRS PAYABLE 0.00
111 2000-201a,8 ROTH IRA PAYABLE 0.00
111-2000-20119 WORKERS COMP PAYABLE 0.00
111-2000-20121) FICA PAYABLE 0.00
111-2000-201.21 TEC PAYABLE 0.00
1:1.1-2000-20122 STUDENT LOAN LEVY PAYABLE 0.00
111-2000-20123 ALIMONY PAYABLE 0.00
1:11-2000-20124 BANKRUPTCY PAYABLE 0.00
1.11-2000-20125 VALIC DEFERRED COMP 0.00
111-2000-201.26 ICMA PAYABLE 0.00
11.1-2000-20127 EMP.LEGAL SERVICES PAYABLE 0.00
13l.-200Q-2.0130 FLEXIBLE SPENDING ACCOUNT 9,249.78
111.-2000-201.31 EDWARD JONES DEFERRED COMP 0.00
11172000-201.32 EMP CARE FLITE 12.00
111-2000-20133 Unemployment Comp Payable 0.00
211-2000-20151 ACCRUED WAGES PAYABLE 0.00
111-2000-20180 ADDIT EMPLOYEE INSUR PAY 48.00
111-2000-20199 MISC PAYROLL PAYABLE 0.00
111-2.000-202.01 AP PENDING 53,095.92
111-2000-20210 ACCOUNTS PAYABLE 0.00
111-2000-20530 PROPERTY TAXES PAYABLE 0.00
111--2000-20540 NOTES PAYABLE 438,367.00
111-2000-20810 DUE TO GENERAL FUND 0.00
1.0/15/2021 1:54:09 PM P4gc 1 vt 3
Balance Sheet As Of 09/30/2021
Account Name Balance
111 2000-222711 DEFERRED INFLOW 0.00
2noo 22275 DEF INFLOW-LEASE PRINCIPAL 0.00
111 2000 22 Z80 DEFERRED INFLOW-LEASE INT 0.00
111 2000 22915 RENTAL DEPOSITS 1,200.00
Total Liability: 502,022.72
Equity
111 300C)34110 FUND BALANCE-RESERVED 0.00
111 3000 34000 FUND BALANCE-UNRESERV/UNDESIG 14,338,375.34
Total Beginning Equity: 14,338,375.34
Total Revenue 3,279,672.58
Total Expense 2,213,675.98
Revenues Over/Under Expenses 1,065,996.60
Total Equity and Current Surplus(Deficit): 15,404,371.94
Total Liabilities,Equity and Current Surplus(Deficit): 15,906,394.66
Balance Sheet As Of 09/30/2021
Account Name Balance
Fund:922-GEN LONG TERM DEBT(WEDC)
Assets
9224000-10312 GOVERNMENT NOTES 0.00
922-1000-1.8110 LOAN-WEDC 0.00
922-1000-18120 LOAN-BIRMINGHAM 0.00
922-1000-1.8210 AMOUNT TO BE PROVIDED 0.00
922-1000-18220 BIRMINGHAM LOAN 0.00
922-1000-19050 DEF OUTFLOW TMRS CONTRIBUTIONS 37,997.29
922-1000-1905 DEF OUTFLOW SDBF CONTRIBUTIONS 1,800,00
922-1000-1.9075 DEF OUTFLOW-INVESTMENT EXP 0.48
9224000-19100 DEF OUTFLOW-ACT EXP/ASSUMP 55,810,78
9 2 2-1000-19 12 5 (GAIN)/LOSS ON ASSUMPTION CHGS -46,839.41
922-1000-19126 DEF INFLOW SDBF CONTRIBUTIONS -872.00
Total Assets: 47,897.14 47,897.14
Liability
922--2000-20310 COMPENSATED ABSENCES PAYABLE 0.00
922-2000-20311 COMP ABSENCES PAYABLE-CURRENT 20,727.84
,22 2-2Q,QQ--21410 ACCRUED INTEREST PAYABLE 8,803.17
922-2000-28205 WEDC LOANS/CURRENT 0.00
922-2000-28220 BIRMINGHAM LOAN 0.00
922-2000-28230 INWOOD LOAN 0.00
922-2000-28232 ANB LOAN/EDGE 0.00
922-2000-28233 ANB LOAN/PEDDICORD WHITE 0.00
922-2000-28234 ANB LOAN/RANDACK HUGHES 0.00
922-2000-28235 ANB LOAN 0.00
922-2.000-28236 ANB CONSTRUCTION LOAN 0.00
922-2000-28237 ANB LOAN/WOODBRIDGE PARKWAY 0.00
922-2000-28238 ANB LOAN/BUCHANAN 0.00
922-2000-28239 ANB LOAN/JONES:HOBART PAYOFF 0.00
922-2000-28240 HUGHES LOAN 0.00
922-2000-28242 ANB LOAN/HWY 78:5TH ST REDEV 4,068,345.47
222-2000-28245 ANB LOAN/DALLAS WHIRLPOOL 640,776.23
922-2000-28246 GOVCAP LOAN/KIRBY 0.00
922-2000-28247 JARRARD LOAN 174,168.89
922-2000-28250 CITY OF WYLIE LOAN 0.00
922-2000-28260 PRIME KUTS LOAN 0.00
922-2000-28270 BOWLAND/ANDERSON LOAN 0.00
922-2000-28280 CAPITAL ONE CAZAD LOAN 0.00
9292,._.2-2020,.
0Q-18790 HOBART/COMMERCE LOAN 0.00
922-2000-2.91.50 NET PENSION LIABILITY 199,184.17
922-2000-29151 SDBF LIABILITY 8,460.00
Total Liability: 5,120,465.77
Equity
922-3000-34590 FUND BALANCE-UNRESERV/UNDESIG -5,317,765.74
92 2-3000-359 00 UNRESTRICTED NET POSITION -120,264.00
Total Beginning Equity: -5,438,029.74
Total Revenue 0.00
Total Expense -365,461.11
Revenues Over/Under Expenses 365,461.11
Total Equity and Current Surplus(Deficit): -5,072,568.63
Total Liabilities,Equity and Current Surplus(Deficit): 47,897.14
10/15/2021 1:54:09 PM Page 3 et 3
Wylie Economic Development Corporation
SALES TAX REPORT
September 30, 2021
BUDGETED YEAR
DIFF % DIFF
MONTH FY 2018 FY 2019 FY 2020 FY 2021 20 vs.21 20 vs. 21
DECEMBER $ 184,848.59 $ 214,867.15 $ 226,663.94 $ 235,381.33 $ 8,717.39 3.85%
JANUARY $ 191,895.71 $ 223,749.61 $ 218,520.22 $ 262,263.52 $ 43,743.30 20.02%
FEBRUARY $ 275,667.83 $ 307,366.66 $ 362,129.18 $ 456,571.35 $ 94,442.17 26.08%
MARCH $ 182,852.50 $ 208,222.32 $ 228,091.34 $ 257,187.91 $ 29,096.57 12.76%
APRIL $ 163,484.89 $ 182,499.53 $ 203,895.57 $ 221,881.55 $ 17,985.98 8.82%
MAY $ 203,707.17 $ 274,299.18 $ 289,224.35 $ 400,371.70 $ 111,147.35 38.43%
JUNE $ 199,412.29 $ 234,173.88 $ 239,340.35 $ 290,586.92 $ 51,246.57 21.41%
JULY $ 213,976.64 $ 215,107.94 $ 296,954.00 $ 314,559.10 $ 17,605.10 5.93%
AUGUST $ 249,589.63 $ 283,602.93 $ 325,104.34 $ 390,790.76 $ 65,686.42 20.20%
SEPTEMBER $ 213,425.79 $ 243,048.40 $ 259,257.89 $ 307,681.15 $ 48,423.26 18.68%
OCTOBER $ 210,701.71 $ 224,875.38 $ 249,357.02
NOVEMBER $ 273,196.62 $ 308,324.41 $ 384,953.89
Sub-Total $ 2,562,759.35 $ 2,920,137.37 $ 3,283,492.09 $ 3,137,275.28 $ 488,094.10 17.62%
Total $ 2,562,759.35 $ 2,920,137.37 $ 3,283,492.09 $ 3,137,275.28 $ 488,094.10 17.62%
WEDC Sales Tax Analysis
$500,000
$450,000
$400,000
$350,000
$300,000
$250,000
2020
$200,000
■2021
$150,000
$100,000
$50,000
$0
5Q
"**Sales Tax collections typically take 2 months to be reflected as Revenue. SlsTx receipts are then accrued back 2 months.
Example:September SlsTx Revenue is actually July SlsTx and is therefore the 10th allocation in FY21.
Wylie Economic Development Corporation
PERFORMANCE AGREEMENT REPORT
September 30,2021
TOTAL BUDGETED YEAR REMAINING PREVIOUS FY TOTAL
INCENTIVE AFTER PAYMENTS INCENTIVE
PERFORMANCE AGREEMENTS FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 CURRENT FY
CSD WOODBRIDGE $ 1,100,000.00 $ 125,304.29 $ 150,000,00 $ 90,649.24 $ - $ - $ 215,953.53 $ 758,742,18 $ 1,100,000.00 A
EXCO $ 80,000.00 $ - $ - $ - $ - $ - $ - $ 80,000.00 $ 80,000.00 B
SAF-HOLLAND $ 239,792.48 $ 85,810.58 $ - $ - $ - $ - $ - $ 153,981.90 $ 239,792,48 C
SCSD-FINNELL $ 175,000.00 $ 87,500.00 $ - $ - $ - $ - $ - $ 87,500.00 $ 175,000,00
CROSS DEVELOPMENT $ 250,000.00 $ 250,000.00 $ - $ - $ - $ - $ - $ - $ 250,000.00
WYLIE INSURANCE $ 27,500.00 $ 27,500.00 '"' $ - $ - $ - $ - $ - $ 27,500.00 D
WB REAL ESTATE $ 13,149,00 $ 13,149.00 $ - $ - $ - $ - $ - $ - $ 13,149.00
FIRST MIRACLE $ 11,800.00 $ 11,800.00 $ - $ - $ - $ - $ - $ - $ 11,800.00
CARDINAL STRATEGIES $ 106,800.00 $ 17,433.00 $ 24,933.00 $ 24,934.00 $ - $ - S 49,867.00 $ 32,000.00 $ 99,300.00
CBC PROPERTY HOLDINGS $ 50,000.00 $ 25,000.00 $ 25,000.00 $ - $ - $ - $ 2$,000.00 $ - $ 50,000.00
AVANTI,LLC $ 120,000.00 $ 60,000.00 $ 30,000.00 $ 30,000.00 $ - $ - $ 60,000.O0 $ - $ 120,000.00
SAVANNAH WOODBRIDGE $ 90,000.00 $ 45,000.00 $ 45,000.00 $ - $ - $ - $ 45,000.00 $ - $ 90,000.00
BALLERS ELITE-THE LAB,LLC $ 20,000.00 $ 20,000.00 $ - $ - $ - $ - $ - $ - $ 20,000.00
AMERICAN ENTITLEMENTS $ 33,000.00 $ 11,000.00 $ 11,000.00 $ 11,000.00 $ - $ - S 22,000.00 $ - $ 33,000.00
NORTH DALLAS WYLIE LAND $ 120,000.00 $ 60,000.00 $ 20,000.00 $ 20,000.00 $ 20,000.00 $ - $ 60,000.00 $ - $ 120,000.00
GDA INVESTMENTS $ 30,500.00 S - $ 20,000.00 $ 10,500.00 $ - $ - $ 30,500.00 $ - $ 30,500.00
LUV-ROS $ 10,000.00 $ - $ 5,000.00 $ 5,000,00 $ - $ - $ 10,000.00 $ - $ 10,000.00 E
$ 2,761,044.61 $ 839,496.87 $ 330,933.00 $ 192,083.24 $ 20,000.00 $ - $ 518,320.53 $ 1,395,727.21 $ 2,753,544.61
Deferred Out Flow $ 438,367.00
A. SLSTX Reimbursement Qrtly Pmnts
B. Performance Agreeement and Forgiveable Land Grant.Paid remaining$70,000 in early 2021.
C. Performance Agreeement and Partial Tax Reimbursement.$45,000 for Job Creation&50%Reimb.of App Val.above the Baseline of$14,375,324
D. Performance Agreeement Obligations were met in FY21,so the FY22 payment was pulled forward.
E. Performance Agreeement($10,000)and Forgiveable Land Grant($60,000 forgiven over 3 years).$20,000/year in 2021,2022,&2023.
Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: October 20, 2021 Item Number: 1
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 10/15/21 Exhibits: 1
Subject
Consider and act upon a First Amendment to the Purchase and Sale Agreement between the WEDC and Victory Group,
LLC.
Recommendation
Motion to approve a First Amendment to the Purchase and Sale Agreement between the WEDC and Victory Group,
LLC for the sale of approximately .29-acre of real property and further authorize the WEDC Board President to execute
all documentation necessary to effectuate the transactions.
Discussion
The Board approved the Purchase and Sale Agreement with Victory Group,LLC for the sale of property at 201 Industrial
Court on July 21,2021.
Original Analysis of the Agreement:
• Lot: .2901 acres or approximately 12,637 square feet
• Sales Price: $20.58/SF or$260,036
• Feasibility Period: 45 Days after Effective Date
• Approval Period: 90 Days(plus up to two additional 30-day periods at additional fee of$3,500 ea)
• Closing Date: 30 Days after expiration of Approval Period
• Effective Date: July 30,2021
Victory Group is requesting to extend the "Approval Period" (Section 2.06a) in the contract from ninety (90) days to
December 15, 2021. Below is a screen shot from the original PSA as well as the proposed amendment language.
Current PSA:
Section 2,06 Approvals.
(a) Seller shall allow Purchaser a period of time expiring ninety (90) days
following the Effective Date(the"Approval Period")during which Purchaser shall seek
to obtain all"Approvals"(as defined below).
Page 1 of 1
Page 2of2
(b) Seller shall cooperate and participate with Purchaser in connection with
Purchaser's efforts to obtain the Approvals (as dofined below), including without
Urnitation,participation in any required hearings or meetings with governmental officials
and in the submittal and excouiion of any documentation required by governmental
(o) If Purchaser has not fully obtained the,Approvals within the initial
Approval Period, then Purchaser may extend the Approval Period for up to two (2)
additional periods of thirty (30) days each by, prior to the expiration of the Approval
Period (as extended), (i)-delivering a written notice of the extension of the Approval
Period C'Approval Ilerlad Extension Notice") to Seller, and (H) depositing fhrec
Thousand Five Hundred and 00/100 Dollars($3,500,00)(die,"Approval Extension Fee")
for each extension,which will be non-relundabie(except in the event this Agreement is
terminated due to a Seller default, casualty or condemnation), but applicable to the
Purchase Price at Closing,
(d) If the Approvals cannot be fully obtained by Purchaser prior to the
expiration of the Approval Period (as extended), then'Purchaser may ternrinate the
Agreement at any time before the expimfiort of the Approval Period (as extended) by
delivering written notice to Seller of Purchaser's termination of the Agreemetit, in which
ovent, Purchaser shall receive the Earnest Money wid Seller shall receive all of the
Approval Extcnsion Fees that Purchaser haspaid,prior to terminating the Agreement.
Amendment:
AGREEMENT
For and in consideration of Ten Dollars ($10,00) and other good and valuable
consideration,the,receipt and sufficiency of which are hereby acknowledged,Seller and Purchaser
agree as follows:
I Approval Period. The Approval Period, (as defined in Section 2,06(a) of the
Agreement)is hereby extended until 5-00 RM, Central Da-ylight Time(CDT)on
With du�non Period�o��expire,��mnmdm�t��u�w �����on���v-- '-,,'-�_ _ - _--�-__ receive Planning
and Zoning approval on November |6` 2U2\ and City Council on December \4` 202|.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment")is entered into and effective as of October 20, 2021, (the"Effective Date"),by and
between VICTORY GROUP, LLC, a Nevada limited liability company, or its assignee
("Purchaser") and WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas
corporation ("Seller").
BACKGROUND
Seller and Purchaser entered into that certain Purchase and Sale Agreement effective July
30, 2021 (the "Agreement")in connection with the sale of certain real property located in the City
of Wylie, Collin County, Texas, and as more particularly described in the Agreement. Seller and
Purchaser desire to amend the Agreement as provided below.
AGREEMENT
For and in consideration of Ten Dollars ($10.00) and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:
1. Approval Period. The Approval Period, (as defined in Section 2.06(a) of the
Agreement) is hereby extended until 5:00 P.M. Central Daylight Time (CDT) on
December 15, 2021.
2. Miscellaneous.
(a) Capitalized terms not otherwise defined herein shall have the same meanings as in
the Agreement.
(b) In all other respects,the terms of the Agreement remain unchanged and in full force
and effect.
(c) The parties acknowledge that to each parties' actual knowledge, without
investigation, neither Seller nor Purchaser is in default under the Agreement.
(d) Seller and Purchaser acknowledge and agree that there are no unwritten, oral
agreements between the parties.
(e) In the event of any conflict between the meaning of any provision of this
Amendment and any provision of the Agreement, the provisions of this Amendment shall control.
(f) All the covenants, terms, and conditions set forth herein shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators,
legal representatives, successors, and assigns.
First Amendment to Purchase and Sale Azreement -1-
Wylie, Collin County,Texas
(g) This Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Facsimile and Portable Document Form (PDF) signatures shall be effective for
purposes of this Amendment.
[Remainder of page intentionally left blank—signatures on next page]
First Amendment to Purchase and Sale Ajireement -2-
Wylie, Collin County,Texas
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under proper authority and effective and binding as of the date first set above.
PURCHASER: VICTORY GROUP, LLC,
a Nevada limited liability company
By:
Tony Ramji, Manager
Date:
SELLER: WYLIE ECONOMIC
DEVELOPMENT CORPORATION,
a Texas corporation
By:
Name:
Title:
Date:
First Amendment to Purchase and Sale Ajireement -3-
Wylie, Collin County,Texas
Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: October 20, 2021 Item Number: DS1
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 10/19/21 Exhibits:
Subject
Discussion regarding ICSC-Here,We Go. 2021.
Recommendation
No action is requested by staff for this item.
Discussion
Staff will lead a discussion regarding ICSC-Here,We Go. 2021.
At Here,We Go. 2021 you will experience:
• Networking with dealmakers, changemakers and innovators
• Gatherings and meetups with like-minded professionals
• Interactive content from across the Marketplaces Industry
Schedule of Events
Sunday,December 5
By Invitation Only Events
Monday,December 6
9:00 am—5:00 pm • Exhibit Hall Open
5:30 pm—7:30 pm • Opening Reception
Tuesday,December 7
9:00 am—3:00 pm • Exhibit Hall Open
All attendees must be fully vaccinated to participate in ICSC Here, We Go. 2021.Instructions on how to submit proof
offull vaccination will be sent to all registrants before the event starts.A negative COVID-19 test 48 hours prior to this
event will no longer be accepted.
Page 1 of 1
Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: October 20, 2021 Item Number: DS2
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 10/6/21 Exhibits:
Subject
Staff report: WEDC Property Update, Downtown Parking, WEDC Office/Insurance Claim, Engineering Report,
Upcoming Events, WEDC Work Session and Board Tour, and WEDC Activities/Programs.
Recommendation
No action is requested by staff for this item.
Discussion
Staff will lead a discussion regarding WEDC Property Updates, Downtown Parking, WEDC Office/Insurance Claim,
Engineering Report, Upcoming Events, WEDC Work Session and Board Tour, and an overall review of issues
surrounding WEDC Activities and Programs.
Page 1 of 1
Wylie Economic Development Corporation
Inventory Subledger(Land)
September 30,2021
Property Purchase Address Acreage Improvements Cost Basis Sub-totals
Date
Cooper St. McMasters 7/12/05 709 Cooper 0.4750 $ - n/a $ 202,045.00
Heath 12/28/05 706 Cooper 0.4640 $ 32,005.00 3,625 $ 186,934.22
Perry 9/13/06 707 Cooper 0.4910 $ - Demo $ 200,224.00
Bowland/Anderson 10/9/07 Cooper Dr. 0.3720 $ - n/a $ 106,418.50
Duel Products 9/7/12 704 Cooper Dr. 0.5000 $ - n/a $ 127,452.03
Randack 10/23/12 711-713 Cooper Dr. 1.0890 $ 217,500.00 8,880 $ 400,334.00
Lot 2R3 7/24/14 Cooper Dr. 0.9500 $ - n/a $ 29,056.00 $ 1,252,463.75
Industrial Ct. Jarrard 12/22/16 201 Industrial Ct 0.2900 $ 32,893.00 Demo $ 300,493.00 $ 300,493.00
Regency Dr. Regency Pk. 6/4/10 25 Steel Road 0.6502 $ - n/a $ 25,170.77 $ 25,170.77
Commerce Dr. Hobart Investments 11/12/13 Commerce 1.6000 $ n/a $ 156,819.50
Hobart 1/6/14 605 Commerce 1.0650 $ 396,263.00 20,000 $ 386,380.00
Dallas Whirlpools 11/22/16 900-908 Kirby 4.7900 $ 128,925.00 9,000 $ 2,182,080.30 $ 2,725,279.80
Downtown Heath 3/17/14 104 N.Jackson 0.1720 $ - Demo $ 220,034.00
Udoh 2/12/14 109 Marble 0.1700 $ - n/a $ 70,330.00
Peddicord 12/12/14 100 W.Oak St 0.3481 $ 155,984.00 4,444 $ 486,032.00
City Lot 12/12/14 108/110 Jackson 0.3479 $ - n/a
Jones(K&M) 9/3/15 106 N.Birmingham 0.2100 $ 42,314.00 4,125 $ 190,596.10
FBC Lot 6/15/16 111 N.Ballard St 0.2000 $ - n/a $ 150,964.00
FFA Village 1/7/18 102.N.Birmingham 0.1700 $ 35,390.00 Demo $ 99,804.00
Boyd 7/28/21 103 S.Ballard 0.0760 $ - n/a $ 328,792.20 $ 1,546,552.30
Alanis Dr. White Property 12/12/14 Alanis 6.6328 $ n/a $ 420,336.00 $ 420,336.00
South Ballard Birmingham Trust 6/3/15 505-607 S.Ballard 1.1190 $ - n/a $ 409,390.00
Murphy 3/7/19 701 S.Ballard 0.2000 $ 115,724.00 1,312 $ 172,487.04
Braley 7/22/19 503 S.Ballard 0.2558 $ 50,762.00 Demo $ 177,397.96 $ 759,275.00
Squire Dr. Gallagher 3/14/18 Squire-lot 2-4 2.6720 $ 100,404.00 6,000 $ 573,844.35 $ 573,844.35
Brown&78 Turner 12/5/18 504 E.Brown 1.0220 $ 84,077.00 Demo $ 308,179.81
Wallace 12/18/18 502 E.Brown 0.1870 $ 24,637.00 680 $ 204,775.00
Karan 12/28/18 300 E.Brown 2.3866 $ - 0 $ 1,250,391.20
O'Donald 1/7/19 410 E.Brown 0.1870 $ 64,421.00 940 $ 177,043.75
Weatherford 2/12/19 303 Marble 2.1740 $ - 0 $ 757,488.00
Brothers JV 2/26/19 306&308 N.2nd Street 0.3770 $ - n/a $ 145,923.04
Pulliam 2/27/19 300 N.2nd Street 0.2570 $ 122,764.00 1,364 $ 218,472.20
Swayze 4/18/19 208 N.2nd Street 0.2580 $ 73,313.00 Demo $ 187,501.40
Swayze 5/9/19 204 N.2nd Street 0.2580 $ 121,781.00 Demo $ 187,658.20
Kreymer 10/9/19 302 N.2nd Street 0.1290 $ 72,609.00 1,386 $ 187,941.76
KCS 11/22/19 Hwy 78 Frontage 2.5363 $ - 0 $ 674,110.20
City of Wylie 5/14/20 ROW Purchase/Alleys 1.8800 $ - 0 $ 81,713.00
Collin County 5/7/20 SWC Hwy 78&Marble 0.3590 $ - 0 $ 75,964.20
Collin County 5/7/20 414 S.2nd Street(NWC Hwy 78 E 1.2260 $ - 0 $ 296,152.20
TxDOT 2/21/21 SWC Hwy 78&Brown 0.2209 $ - 0 $ 78,540.00 $ 4,831,853.96
Total 38.7676 $ 1,871,766.00 61,756 $ 12,435,268.93 $ 12,435,268.93
Canadian Pacific and Kansas City Southern
Execute Agreement to Combine, Creating First
Single-Line Rail Network Linking U.S.-Mexico-
Canada
September 15, 2021 / Calgary and Kansas City, Mo.
Stock and Cash Transaction Represents an Enterprise Value of Approximately$31 Billion
Expected to Create Annualized Synergies of Approximately$1 Billion within Three Years
Historic Combination Enhances Competition, Creates New Options for Customers, and Supports Economic Growth in North America
Companies to Host Investor Conference Call Thursday at 8 a.m. ET
Canadian Pacific Railway Limited (TSX: CP, NYSE: CP)("CP")and Kansas City Southern (NYSE: KSU) ("KCS")today announced they have
entered into a merger agreement, under which CP has agreed to acquire KCS in a stock and cash transaction representing an enterprise
value of approximately USD$31 billionl,which includes the assumption of$3.8 billion of outstanding KCS debt.The transaction,which
has the unanimous support of both boards of directors,values KCS at$300 per share, representing a 34 percent premium, based on the
CP closing price on Aug.9, 2021,the date prior to which CP submitted a revised offer to acquire KCS, and KCS' unaffected closing price
on March 19, 20212.
"Our path to this historic agreement only reinforces our conviction in this once-in-a-lifetime partnership," said CP President and Chief
Executive Officer Keith Creel. "We are excited to get to work bringing these two railroads together. By combining,we will unlock the
full potential of our networks and our people while providing industry-best service for our customers.This perfect end-to-end
combination creates the first U.S.-Mexico-Canada rail network with new single-line offerings that will deliver dramatically expanded
market reach for CP and KCS customers, provide new competitive transportation options, and support North American economic
growth."
"We are glad to be partnering with CP to create a railroad that is able to compete by providing the best value for the transportation
dollar," said KCS President and Chief Executive Officer Patrick J. Ottensmeyer. "The CP-KCS combination will not only benefit customers,
labor partners, and shareholders through new,single-line transportation services,attractive synergies and complementary routes, it will
also benefit KCS and our employees by enabling us to become part of a growing and truly North American continental enterprise."
While remaining the smallest of six U.S. Class 1 railroads by revenue,the combined company would have a much larger and more
competitive network, operating approximately 20,000 miles of rail, employing close to 20,000 people, and generating total revenues of
approximately$8.7 billion based on 2020 actual revenues.The CP-KCS combination is expected to create jobs across the joined network.
Additionally,the companies expect efficiency and service improvements to achieve meaningful environmental benefits.
[1] Except where noted, all figures are in U.S.dollars.
[2] Based on KCS closing share price of$224.16 as of March 19, 2021 and CP closing share price of CAD$91.50(at 1.2565 FX rate)as of
Aug. 9, 2021.
Transaction to Expand Options and Efficiencies for Customers
A CP-KCS combination would provide unprecedented reach via new single-line hauls across a combined network, offering:
• New single-line competitive options for domestic intermodal shipments between Mexico,the U.S. Midwest, and Canada, providing a
truck competitive product for time-sensitive shipments in the high-value parts, perishables, and expedited markets.
• New single-line hauls linking key automotive manufacturing and distribution centers in Mexico,the U.S. Midwest, and Canada,
capitalizing on CP's best-in-class automotive compound network.
• New single-line routes linking energy, chemical, and merchandise shippers to more quickly and efficiently connect origin and
destination facilities and reach new markets and global consumers.
• Unmatched access to Atlantic, Gulf, and Pacific ports, linking international intermodal shippers with North America's largest consumer
markets providing new optionality, capacity, and resiliency.
• New single-line routes allowing the efficient flow of agricultural products from CP's origin-rich franchise to KCS' destination-rich
franchise, generating new optionality for shippers and receivers.
• Extended reach for short line and regional railroads coupled with new optionality for non-rail served customers via our extensive
transload network.
Importantly, customers would not experience a reduction in independent railroad choices as a result of the transaction. CP-KCS have
committed to keep all existing freight rail gateways open on commercially reasonable terms, while simultaneously competing
aggressively to attract traffic via new single-line north-south lanes between Canada,the Upper Midwest and the Gulf Coast, Texas, and
Mexico.
A CP-KCS combination would preserve the six-railroad structure of the North American Class 1 rail network:two in the west,two in the
east and two in Canada, each with access to the U.S. Gulf Coast.The two companies once combined would remain the smallest of the
Class 1 carriers.
Improving Highway Traffic, Environmental Sustainability,and Safety
The new single-line routes made possible by the transaction are expected to shift trucks off crowded U.S. highways, lowering emissions
and reducing the need for public investments in road and highway bridge repairs. Rail is four times more fuel efficient than trucking,
and one train can keep more than 300 trucks off public roads and produce 75 percent less greenhouse gas emissions.The synergies
created by this combination are expected to take tens of thousands of trucks off the highways annually.
CP is committed to sustainability and is currently developing North America's first line-haul hydrogen-powered locomotive.Additionally,
the combined company would maintain both CP and KCS' pledges to improve fuel efficiency and lower emissions in-line with the Paris
Agreement to support a more sustainable North American supply chain.
Creating Value for KCS and CP Shareholders
Following the closing into a voting trust, common shareholders of KCS will receive 2.884 CP shares and $90 in cash for each KCS
common share held. Preferred shareholders will receive $37.50 in cash for each KCS preferred share held.The fixed exchange ratio
implies a price for KCS of$300 per share, representing a 34 percent premium, based on the CP closing price on August 9, 2021 and KCS'
unaffected closing price on March 19, 20213.
Immediately following the closing into trust, KCS common shareholders are expected to own 28 percent of CP's outstanding common
shares, providing the ability to participate in the upside of both companies' growth opportunities. Following final regulatory approval
by the U.S. Surface Transportation Board ("STB"), KCS shareholders would also reap the benefits of synergies resulting from the
combination.
The combined growth strategies of the two fastest-growing Class is will result in new efficiencies for customers and improved on-time
performance under their respective Precision Scheduled Railroading programs.The combined company is expected to create annualized
synergies of approximately$1 billion over three years.
The combination is expected to be accretive to CP's adjusted diluted EPS4 in the first full year following CP's acquisition of control of
KCS, and is expected to generate double-digit accretion upon the full realization of synergies thereafter.
To fund the stock consideration of the merger, CP will issue 262 million new shares. Consistent with the previously announced
transaction,the cash portion will be funded through a combination of cash-on-hand and raising approximately$8.5 billion in debt,for
which financing has been committed.As part of the merger, CP will assume approximately$3.8 billion of KCS' outstanding debt.
Following the closing into trust, CP expects that its outstanding debt will be approximately$20 billion.
Pro forma for the transaction, CP estimates its leverage ratio against 2021E street consensus EBITDA to be approximately 3.9x with the
assumption of KCS debt and issuance of new acquisition-related debt. In order to manage this leverage effectively, CP will continue to
temporarily suspend its normal course issuer bid program, and expects to produce approximately$7 billion of levered free cash flow
(after interest and taxes) over the next three years. CP estimates its long-term leverage target of approximately 2.5x to be achieved
within 24 months after closing into trust.The combined company will remain committed to maintaining strong investment grade credit
ratings while continuing to return capital for the benefit of shareholders.
[3] Based on KCS closing share price of$224.16 as of March 19, 2021 and CP closing share price of CAD$91.50(at 1.2565 FX rate) as of
Aug. 9, 2021.
[4] Accretion based on adjusted diluted EPS excluding one-time advisory,financing, and integration costs as well as incremental
transaction-related amortization.
Strong Stakeholder Support for CP-KCS
More than 1,000 stakeholders—including railroad labor unions, shippers, and community leaders—have written letters to the STB
supporting CP's proposed combination with KCS.These letters emphasize the enhanced competition and unsurpassed levels of service,
safety and economic efficiency that the transaction will bring for shippers and communities across the U.S., Mexico, and Canada that a
CP-KCS combination offers.
Clear Path to Complete Transaction and Merger
On May 6, 2021,the STB approved the use of a voting trust for a planned CP-KCS merger, and the pertinent circumstances surrounding
this new agreement between CP and KCS have not changed relative to those underlying the STB's decision approving a trust.To close
into voting trust,the transaction requires approval from shareholders of both companies along with satisfaction of customary closing
conditions, including Mexican regulatory approvals. CP would then acquire KCS and place the KCS shares into the voting trust, at which
point KCS shareholders would receive 2.884 CP shares and $90 in cash for each KCS common share held.The companies expect the
transaction to close and KCS shareholders to receive their consideration in Q1 2022.
CP's ultimate acquisition of control of KCS' U.S. railways is subject to the approval of the STB. In April,the STB decided that it would
review the CP-KCS combination under the merger rules in existence prior to 2001 and the waiver granted to KCS in 2001 to exempt it
from the 2001 merger rules. In August,the STB reaffirmed that the pre-2001 rules would govern its review of the CP-KCS transaction.
The STB review of CP's proposed control of KCS is expected to be completed in the second half of 2022. Upon obtaining control
approval,the two companies will be integrated fully over the ensuing three years, unlocking the benefits of the combination.
Board, Management,and Headquarters
Following STB approval of the CP's control of KCS, Mr. Creel will serve as the Chief Executive Officer of the combined company.The
combined entity will be named Canadian Pacific Kansas City("CPKC").
Calgary will be the global headquarters of CPKC, and Kansas City, Missouri will be the U.S. headquarters.The Mexico headquarters will
remain in Mexico City and Monterrey. CP's current U.S. headquarters in Minneapolis-St. Paul will remain an important base of
operations.
Four KCS Directors will join CP's expanded Board at the appropriate time, bringing their experience and expertise in overseeing KCS'
multinational operations.
Advisors
BMO Capital Markets and Goldman Sachs &Co. LLC are serving as financial advisors to Canadian Pacific. Sullivan &Cromwell LLP,
Bennett Jones LLP and the Law Office of David L. Meyer are serving as legal counsel. Creel, Garcia-Cuellar, Aiza y Enriquez, S.C. are
serving as Mexican legal counsel to Canadian Pacific. Evercore is serving as the Canadian Pacific Board's financial advisors and Blake,
Cassels &Graydon LLP is serving as the Board's legal counsel.
BofA Securities and Morgan Stanley& Co. LLC are serving as financial advisors to Kansas City Southern.Wachtell, Lipton, Rosen & Katz,
Baker& Miller PLLC, Davies Ward Phillips &Vineberg LLP,WilmerHale, and White &Case, S.C. are serving as legal counsel to Kansas City
Southern.
Conference Call for Investment Community
CP and KCS will host a joint investor conference call Thursday, Sept. 16, at 8 a.m. ET to discuss this announcement.A live webcast of the
call and the replay will be available on the CP website at https://investor.cpr.ca/events and the KCS website at
https://investors.kcsouthern.com/events-calendar. Supporting materials will be posted on www.FutureForFreight.com.To listen to the
live conference call, dial (877)830-2586 in the U.S. or(785)424-1734 internationally, passcode 74335.
A conference call replay will be available for one week following the call and can be accessed by dialing (800)753-5212 (no passcode
needed).
For information on the benefits of a CP-KCS combination, visit FutureForFreight.com.
Forward Looking Statements and Information
This news release includes certain forward looking statements and forward looking information (collectively, FLI)to provide CP and KCS
shareholders and potential investors with information about CP, KCS and their respective subsidiaries and affiliates, including each
company's management's respective assessment of CP, KCS and their respective subsidiaries'future plans and operations, which FLI may
not be appropriate for other purposes. FLI is typically identified by words such as "anticipate", "expect", "project", "estimate",
"forecast", "plan", "intend", "target", "believe", "likely" and similar words suggesting future outcomes or statements regarding an
outlook.All statements other than statements of historical fact may be FLI.
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such
statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI
involves a variety of assumptions,which are based upon factors that may be difficult to predict and that may involve known and
unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ
materially from those expressed or implied by these FLI, including, but not limited to,the following:the timing and completion of the
transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper
risk;the realization of anticipated benefits and synergies of the transaction and the timing thereof;the success of integration plans;the
focus of management time and attention on the transaction and other disruptions arising from the transaction; changes in business
strategy and strategic opportunities; estimated future dividends;financial strength and flexibility; debt and equity market conditions,
including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; potential changes in the CP
share price which may negatively impact the value of consideration offered to KCS shareholders;the ability of management of CP, its
subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; general Canadian, U.S., Mexican
and global social, economic, political, 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,
including competition from other rail carriers,trucking companies and maritime shippers in Canada,the U.S. and Mexico; North
American and global economic growth; industry capacity;shifts in market demand; changes in commodity prices and commodity
demand; uncertainty surrounding timing and volumes of commodities being shipped; 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; disruption in fuel supplies; uncertainties of investigations, proceedings or other types of
claims and litigation; compliance with environmental regulations; labour disputes; changes in labour costs and labour difficulties; risks
and liabilities arising from derailments;transportation of dangerous goods;timing of completion of capital and maintenance projects;
sufficiency of budgeted capital expenditures in carrying out business plans; services and infrastructure;the satisfaction by third parties
of their obligations; currency and interest rate fluctuations; exchange rates; 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;the
effects of current and future multinational trade agreements on the level of trade among Canada,the U.S. and Mexico; climate change
and the market and regulatory responses to climate change; anticipated in-service dates;success of hedging activities; operational
performance and reliability; customer, shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative
decisions and actions;the adverse impact of any termination or revocation by the Mexican government of Kansas City Southern de
Mexico, S.A. de C.V.'s Concession; public opinion;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; acts of terrorism,war or other acts of violence or crime or risk of such activities; insurance coverage
limitations; material adverse changes in economic and industry conditions, including the availability of short and long-term financing;
and the pandemic created by the outbreak of COVID-19 and its variants, 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.
We caution that the foregoing list of factors is not exhaustive and is made as of the date hereof.Additional information about these
and other assumptions, risks and uncertainties can be found in reports and filings by CP and KCS with Canadian and U.S. securities
regulators, including any proxy statement, prospectus, material change report, management information circular or registration
statement to be filed in connection with the transaction. 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 and KCS's annual and interim
reports on Form 10-K and 10-Q. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of
any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law,we assume no obligation to publicly update or revise any FLI, whether as a result of new
information,future events or otherwise.All FLI in this news release is expressly qualified in its entirety by these cautionary statements.
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
www.cpr.ca to see the rail advantages of CP. CP-IR
ABOUT KCS
Headquartered in Kansas City, Mo., Kansas City Southern (KCS) (NYSE: KSU) is a transportation holding company that has railroad
investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central
and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central
Mexico and the port cities of Lazaro Cardenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company,
providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic
alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and
industrial centers of the U.S., Mexico and Canada. More information about KCS can be found at www.kcsouthern.com.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
CP will file with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form F-4, which will include a proxy
statement of KCS that also constitutes a prospectus of CP, and any other documents in connection with the transaction.The definitive
proxy statement/prospectus will be sent to the shareholders of KCS. CP will also file a management proxy circular in connection with the
transaction with applicable securities regulators in Canada and the management proxy circular will be sent to CP shareholders.
INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF KCS AND CP ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
MANAGEMENT PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC OR APPLICABLE
SECURITIES REGULATORS IN CANADA IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT KCS, CP, THE TRANSACTION AND RELATED MATTERS.The registration statement and
proxy statement/prospectus and other documents filed by CP and KCS with the SEC,when filed,will be available free of charge at the
SEC's website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the registration statement,
proxy statement/prospectus, management proxy circular and other documents which will be filed with the SEC and applicable securities
regulators in Canada by CP online at investor.cpr.ca and www.sedar.com, upon written request delivered to CP at 7550 Ogden Dale
Road S.E., Calgary,Alberta, T2C 4X9, Attention: Office of the Corporate Secretary, or by calling CP at 1-403-319-7000, and will be able to
obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by KCS online at
www.investors.kcsouthern.com, upon written request delivered to KCS at 427 West 12th Street, Kansas City, Missouri 64105, Attention:
Corporate Secretary, or by calling KCS's Corporate Secretary's Office by telephone at 1-888-800-3690 or by email at
corpsec@kcsouthern.com.
You may also read and copy any reports, statements and other information filed by KCS and CP with the SEC at the SEC public reference
room at 100 F Street N.E., Room 1580,Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 or visit the SEC's website for
further information on its public reference room.This news release shall not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
NON-GAAP MEASURES
Although this news release includes forward-looking non-GAAP measures(adjusted diluted EPS and earnings before interest,tax,
depreciation and amortization (EBITDA)), it is not practicable to reconcile,without unreasonable efforts,these forward-looking
measures to the most comparable GAAP measures(diluted EPS and Net income, respectively), due to unknown variables and
uncertainty related to future results. Please see Note on forward-looking statements above for further discussion.
PARTICIPANTS IN THE SOLICITATION OF PROXIES
This news release is not a solicitation of proxies in connection with the transaction. However, under SEC rules, CP, KCS, and certain of
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the
transaction. Information about CP's directors and executive officers may be found in its 2021 Management Proxy Circular, dated March
10, 2021, as well as its 2020 Annual Report on Form 10-K filed with the SEC and applicable securities regulators in Canada on February
18, 2021, available on its website at investor.cpr.ca and at www.sedar.com and www.sec.gov. Information about KCS's directors and
executive officers may be found on its website at www.kcsouthern.com and in its 2020 Annual Report on Form 10-K filed with the SEC
on January 29, 2021, available at www.investors.kcsouthern.com and www.sec.gov.These documents can be obtained free of charge
from the sources indicated above. Additional information regarding the interests of such potential participants in the solicitation of
proxies in connection with the transaction will be included in the proxy statement/prospectus and management proxy circular and other
relevant materials filed with the SEC and applicable securities regulators in Canada when they become available.
For more information, please contact:
Canadian Pacific
Media
Patrick Waldron
Tel:403-852-8005
Patrick_Waldron@cpr.ca;
a lert_mediarelations@cpr.ca
Investment Community
Chris De Bruyn
Tel:403-319-3591
investor@cpr.ca
Kansas City Southern
Media
C. Doniele Carlson
Tel: 816-983-1372
dcarlson@kcsouthern.com
Investment Community
Ashley Thorne
Tel: 816-983-1530
athorne@kcsouthern.com