CN completes US$500M debt offering

On February 23, 2016, Canadian National Railway Company (CN) completed the offering of US$500 million aggregate principal amount of 2.750 per cent Notes due 2026. The offering was made in the United States under a shelf prospectus dated January 5, 2016, and pursuant to a prospectus supplement dated February 18, 2016. Net proceeds from the offering will be used for general corporate purposes, including the redemption and refinancing of outstanding indebtedness, and share repurchases.

The transaction was completed on an underwritten basis by a syndicate co-led by joint book running managers Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC. The syndicate also included BNP Paribas Securities Corp. and RBC Capital Markets, LLC as senior co-managers and BMO Capital Markets Corp., HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. as co-managers.

CN’s legal team was led by the Executive Vice-President Corporate Services and Chief Legal Officer, Sean Finn, by Deputy Corporate Secretary and General Counsel, Cristina Circelli and by Counsels, Mathieu Lamothe, Wendy Kennish and Christopher Pendenza. CN was represented in Canada by Stikeman Elliott LLP with a team that included Jean Marc Huot, Karine Bilodeau, Valérie Trudeau and Natasha Gangai (corporate and securities) and Marie Andrée Beaudry and Philippe Kattan (tax), and in the United States by Davis Polk & Wardwell LLP with a team that included John Meade, Donald Shum (corporate), Michael Farber, Arie Rubenstein and Aaron Lee (tax) and Jake Wang (1940 Act).

Sullivan & Cromwell LLP acted as legal counsel to the agents. The team included Robert Buckholz, Jingjing Lu, Elah Lanis and Slki Hong.