CN Issues US$300M of Notes and US$500M of Debentures

On July 9, 2004, Canadian National Railway Co. (CN) completed the issuance of US$300 million aggregate principal amount of 4.25 per cent notes due 2009 and US$500 million aggregate principal amount of 6.25 per cent debentures due 2034 under its October 29, 2003 US$1 billion debt shelf prospectus. Proceeds from the sale of the notes and debentures will be used to pay a portion of the cost of its recent acquisition of the railroad and marine holdings of Great Lakes Transportation LLC, and to finance a portion of the cost of its acquisition of BC Rail Ltd., the BC Rail Partnership and the right to operate over BC Rail’s railbed under a long-term lease. The offering was co-led by Citigroup and JP Morgan. Other managers were Banc of America Securities LLC, Harris Nesbitt, Scotia Capital, BNP Paribas, Banc One Capital Markets, Inc., RBC Capital Markets and Wachovia Securities.

CN was represented in-house by Sean Finn, senior vice-president public affairs, CLO and corporate secretary, Cristina Circelli and Sophie-Emmanuelle Chebin, legal counsel; in Canada, by Jean Marc Huot, Benoît Dubord and Nicolas Vanasse of Stikeman Elliott; and in the US, by Winthrop Conrad, Jr., Jodi Ganz and Matthew Goldin of Davis Polk & Wardwell.

The underwriters were represented by Sullivan & Cromwell, with a team that included Robert E. Buckholz, Jr., Sean D. Jensen and Nebiat Z. Baarez.