Filed Pursuant to Rule 433 under the Securities Act of 1933
Issuer Free Writing Prospectus dated April 1, 2014
Registration Statement No. 333-192197
April 1, 2014
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
April 1, 2014
TELUS Corporation
Indicative Term Sheet
3.20% Notes, Series CO due April 5, 2021
| Issuer: | TELUS Corporation (“TELUS” or the “Company”) | |
| Issue: | C$500 million Series CO Notes pursuant to the Short Form Base Shelf Prospectus dated November 15, 2013 and the Prospectus Supplement dated April 1, 2014 | |
| Principal Amount: | C$500 million | |
| Pricing Date: | April 1, 2014 | |
| Settlement Date: | April 4, 2014 (T+3) | |
| Maturity Date: | April 5, 2021 | |
| Coupon: | 3.20% per annum, payable semi-annually in arrears, in equal instalments (except the first interest payment) on April and October 5th, commencing on October 5, 2014. The first interest payment (long first coupon) on October 5, 2014 will be in an amount equal to $8,043,835.62. | |
| Issue Spread(1): | +120 bps vs. the interpolated GoC Curve (GoC 3.50% due June 1, 2020 and GoC 3.25% due June 1, 2021) | |
| +120 bps less a 2.7 bps curve adjustment over the GoC 3.25% due June 1, 2021 priced at C$107.82 to yield 2.069% | ||
| Issue Yield: | 3.242% per annum | |
| Issue Price: | C$99.739 per $100 principal amount | |
| Rank: | The Notes will be unsecured and unsubordinated obligations of the Company and will rank pari passu with all existing and future unsecured and unsubordinated obligations of the Company | |
| Redemption: | The Notes may be redeemed at any time prior to March 5, 2021 at the option of the Company, in whole or from time to time, in part, on not fewer than 30 nor more than 60 days’ prior notice at a redemption price equal to the greater of (a) the Discounted Value of the Notes (GoC+30 bps), or (b) 100% of the principal amount thereof. The Notes may be redeemed at any time on or after March 5, 2021 at the option of the Company, in whole or from time to time, in part, on not fewer than 30 nor more than 60 days’ prior notice at a redemption price equal 100% of the principal amount thereof | |
| Payment & Delivery: | Payments of interest and principal will be made to CDS or its nominee | |
| Distribution: | The Offering is being made in all the provinces of Canada and in the United States pursuant to a multijurisdictional disclosure system implemented by securities regulatory authorities in Canada and the United States. Subject to applicable law, the Agents may offer the Notes outside Canada and the United States. | |
| Covenants: | Covenants include negative pledge, cross acceleration, restrictions against sale & leaseback, limitations on indebtedness of restricted subsidiaries (please refer to the Prospectus Supplement dated April 1, 2014) | |
| Change of Control: | The Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event (See “Details of the Offering—Repurchase upon Change of Control Triggering Event” in the Prospectus Supplement dated April 1, 2014). | |
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| Use of Proceeds: | The net proceeds will be used (a) to repay the approximately $914 million of indebtedness to be drawn from TELUS’s 2011 credit facility on April 2, 2014 to fund a portion of the purchase price of the spectrum licenses secured by TELUS in Canada’s recently concluded 700 MHz spectrum auction, and (b) for general corporate purposes | |
| CUSIP/ISIN: | 87971MAV5 / CA 87971MAV50 | |
| Syndicate: | TD Securities Inc. (Joint Lead and Bookrunner) RBC Dominion Securities Inc. (Joint Lead and Bookrunner) Scotia Capital Inc. (Joint Lead and Bookrunner) CIBC World Markets Inc. BMO Nesbitt Burns Inc. HSBC Securities (Canada) Inc. J.P. Morgan Securities Canada Inc. National Bank Financial Inc. Desjardins Securities Inc. Laurentian Bank Securities Inc. Wells Fargo Securities Canada, Ltd. | |
One or more sections of this final term sheet may be provided by members of the syndicate to investors.
| (1) | The Issue Spread is a comparable and shows the basis point difference between the yield on the Notes and the yield on the specified Government of Canada (“GoC”) benchmark bond(s) of similar maturity. Comparables means information that compares an issuer to other issuers. The Issue Spread is the customary method for benchmarking yields on Canadian investment grade debt instruments issued in Canada. Information about the GoC benchmark bond(s) of similar maturity (including the yield) was obtained from public sources and has not been verified by the Company or any of the Agents. Numerous factors affect the value of an investment in the Notes other than the Issue Spread. If the information concerning the GoC benchmark bond(s) (including the yield) used in calculating the Issue Spread contains a misrepresentation, investors do not have a remedy under securities legislation in any province of Canada. Investors are cautioned to not put undue reliance on the Issue Spread in making an investment decision. |
The Company has filed a registration statement (File No. 333-192197) (including a short form base shelf prospectus dated November 15, 2013) and will file a prospectus supplement dated April 1, 2014 (including the short form base shelf prospectus, the “Prospectus”) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or any dealer participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling TD Securities (USA) LLC at 1-800-263-5292, RBC Capital Markets LLC at 1-866-375-6829, or Scotia Capital (USA) Inc. at 1-800-372-3930.
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A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
April 1, 2014
TELUS Corporation
Final Term Sheet
4.85% Notes, Series CP due April 5, 2044
| Issuer: | TELUS Corporation (“TELUS” or the “Company”) | |
| Issue: | C$500 million Series CP Notes pursuant to the Short Form Base Shelf Prospectus dated November 15, 2013 and the Prospectus Supplement dated April 1, 2014 | |
| Principal Amount: | C$500 million | |
| Pricing Date: | April 1, 2014 | |
| Settlement Date: | April 4, 2014 (T+3) | |
| Maturity Date: | April 5, 2044 | |
| Coupon: | 4.85% per annum, payable semi-annually in arrears, in equal instalments (except the first interest payment) on April and October 5th, commencing on October 5, 2014. The first interest payment (long first coupon) on October 5, 2014 will be in an amount equal to $12,191,438.36. | |
| Issue Spread(1): | +185 bps vs. the GoC Benchmark (GoC 3.50% December 1, 2045) GoC 3.50% December 1, 2045 priced at C$110.00 to yield 3.008% | |
| Issue Yield: | 4.858% per annum | |
| Issue Price: | C$99.874 per $100 principal amount | |
| Rank: | The Notes will be unsecured and unsubordinated obligations of the Company and will rank pari passu with all existing and future unsecured and unsubordinated obligations of the Company | |
| Redemption: | The Notes may be redeemed at any time prior to October 5, 2043 at the option of the Company, in whole or from time to time, in part, on not fewer than 30 nor more than 60 days’ prior notice at a redemption price equal to the greater of (a) the Discounted Value of the Notes (GoC+46 bps), or (b) 100% of the principal amount thereof. The Notes may be redeemed at any time on or after October 5, 2043 at the option of the Company, in whole or from time to time, in part, on not fewer than 30 nor more than 60 days’ prior notice at a redemption price equal 100% of the principal amount thereof | |
| Payment & Delivery: | Payments of interest and principal will be made to CDS or its nominee | |
| Distribution: | The Offering is being made in all the provinces of Canada and in the United States pursuant to a multijurisdictional disclosure system implemented by securities regulatory authorities in Canada and the United States. Subject to applicable law, the Agents may offer the Notes outside Canada and the United States. | |
| Covenants: | Covenants include negative pledge, cross acceleration, restrictions against sale & leaseback, limitations on indebtedness of restricted subsidiaries (please refer to the Prospectus Supplement dated April 1, 2014) | |
| Change of Control: | The Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event (See “Details of the Offering—Repurchase upon Change of Control Triggering Event” in the Prospectus Supplement dated April 1, 2014). | |
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| Use of Proceeds: | The net proceeds will be used (a) to repay the approximately $914 million of indebtedness to be drawn from TELUS’s 2011 credit facility on April 2, 2014 to fund a portion of the purchase price of the spectrum licenses secured by TELUS in Canada’s recently concluded 700 MHz spectrum auction, and (b) for general corporate purposes | |
| CUSIP/ISIN: | 87971MAW3 / CA 87971MAW34 | |
| Syndicate: | TD Securities Inc. (Joint Lead and Bookrunner) RBC Dominion Securities Inc. (Joint Lead and Bookrunner) Scotia Capital Inc. (Joint Lead and Bookrunner) CIBC World Markets Inc. BMO Nesbitt Burns Inc. HSBC Securities (Canada) Inc. J.P. Morgan Securities Canada Inc. National Bank Financial Inc. Desjardins Securities Inc. Laurentian Bank Securities Inc. Wells Fargo Securities Canada, Ltd. | |
One or more sections of this final term sheet may be provided by members of the syndicate to investors.
| (1) | The Issue Spread is a comparable and shows the basis point difference between the yield on the Notes and the yield on the specified Government of Canada (“GoC”) benchmark bond(s) of similar maturity. Comparables means information that compares an issuer to other issuers. The Issue Spread is the customary method for benchmarking yields on Canadian investment grade debt instruments issued in Canada. Information about the GoC benchmark bond(s) of similar maturity (including the yield) was obtained from public sources and has not been verified by the Company or any of the Agents. Numerous factors affect the value of an investment in the Notes other than the Issue Spread. If the information concerning the GoC benchmark bond(s) (including the yield) used in calculating the Issue Spread contains a misrepresentation, investors do not have a remedy under securities legislation in any province of Canada. Investors are cautioned to not put undue reliance on the Issue Spread in making an investment decision. |
The Company has filed a registration statement (File No. 333-192197) (including a short form base shelf prospectus dated November 15, 2013) and will file a prospectus supplement dated April 1, 2014 (including the short form base shelf prospectus, the “Prospectus”) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or any dealer participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling TD Securities (USA) LLC at 1-800-263-5292, RBC Capital Markets LLC at 1-866-375-6829, or Scotia Capital (USA) Inc. at 1-800-372-3930.
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