Filed Pursuant to Rule 433
File No. 333-208547
Canadian National Railway Company
US$650,000,000 3.200% Notes due 2046
Pricing Term Sheet
July 28, 2016
| Issuer: | Canadian National Railway Company | |
| Ratings (Moody’s / S&P):* | A2 / A | |
| Security Type: | 3.200% Notes due 2046 | |
| Principal Amount: | US$650,000,000 | |
| Trade Date: | July 28, 2016 | |
| Settlement Date: | August 2, 2016 (T+3) | |
| Maturity Date: | August 2, 2046 | |
| Benchmark Treasury: | 2.500% due February 15, 2046 | |
| Benchmark Treasury Price / Yield: | 105-21 / 2.237% | |
| Spread to Benchmark Treasury: | +102 basis points | |
| Yield to Maturity: | 3.257% | |
| Coupon: | 3.200% per annum, accruing from August 2, 2016 | |
| Price to Public: | 98.914% of principal amount | |
| Interest Payment Dates: | February 2 and August 2 of each year, commencing on February 2, 2017 | |
| Optional Redemption: | At any time (i) prior to February 2, 2046 at the greater of (x) par and (y) the present value of the remaining scheduled payments of principal and interest that would be due if the notes matured on February 2, 2046, discounted at a rate of Treasury plus 20 basis points, and (ii) on or after February 2, 2046 at par, plus, in each case, accrued and unpaid interest | |
| CUSIP/ISIN: | 136375 CK 6 / US136375CK60 | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | Citigroup Global Markets Inc. HSBC Securities (USA) Inc. | |
| Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The offer and sale of the securities to which this communication relates is being made solely in jurisdictions outside Canada in compliance with the applicable rules and regulations of such jurisdictions.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll-free, at (800) 294-1322, RBC Capital Markets, LLC, toll-free, at (866) 375-6829 or Wells Fargo Securities, LLC, toll-free, at (800) 645-3751.
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