Filed pursuant to Rule 433
Registration No. 333-206477
September 8, 2015
CANADIAN PACIFIC RAILWAY COMPANY
Pricing Term Sheet
| Issuer: | Canadian Pacific Railway Company | |||
| Expected Ratings:* | Moody’s: Baa1 | |||
| S&P: BBB+ | ||||
| Pricing Date: | September 8, 2015 | |||
| Settlement Date: | September 11, 2015 (T+3) | |||
| Interest Payment Dates: | March 15 and September 15, commencing March 15, 2016 | |||
| Title: | 4.800% Notes due 2035 | 6.125% Notes due 2115 | ||
| Principal Amount: | $300,000,000 | $900,000,000 | ||
| Maturity Date: | September 15, 2035 | September 15, 2115 | ||
| Coupon: | 4.800% | 6.125% | ||
| Benchmark Treasury: | 3.000% due May 15, 2045 | 3.000% due May 15, 2045 | ||
| Benchmark Treasury Price / | ||||
| Yield: | 100-09 / 2.986% | 100-09 / 2.986% | ||
| Spread to Benchmark | ||||
| Treasury: | +185 basis points | +313.9 basis points | ||
| Yield to Maturity: | 4.836% | 6.125% | ||
| Price to the Public: | 99.541% of the principal amount | 100.000% of the principal amount | ||
| Optional Redemption | ||||
| Provisions: | ||||
| Make-whole Redemption |
Prior to March 15, 2035, (the date that is six months prior to the maturity date of the 2035 Notes), optional redemption in whole or in part at any time at redemption prices equal to the greater of 100% of the principal amount of the notes being redeemed and a make-whole redemption price determined by using a discount rate of the Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date | Prior to March 15, 2115, (the date that is six months prior to the maturity date of the 2115 Notes), optional redemption in whole or in part at any time at redemption prices equal to the greater of 100% of the principal amount of the notes being redeemed and a make-whole redemption price determined by using a discount rate of the Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date | ||
| Par Redemption |
On or after March 15, 2035 (the date that is six months prior to the maturity date of the 2035 Notes), optional redemption in whole or in part at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date | On or after March 15, 2115 (the date that is six months prior to the maturity date of the 2115 Notes), optional redemption in whole or in part at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date | ||
| Change of Control: | At 101% of principal, plus accrued and unpaid interest to the repurchase date | At 101% of principal, plus accrued and unpaid interest to the repurchase date | ||
| CUSIP/ISIN: | 13645R AV6 / US13645RAV69 | 13645R AX2 / US13645RAX26 | ||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | $2,000 and integral multiples of $1,000 in excess thereof | ||
| Joint Book-Running | ||||
| Managers: | Morgan Stanley & Co. LLC | |||
| HSBC Securities (USA) Inc. | ||||
| J.P. Morgan Securities LLC | ||||
| Merrill Lynch, Pierce, Fenner & Smith | ||||
| Incorporated | ||||
| RBC Capital Markets, LLC | ||||
| Citigroup Global Markets Inc. | ||||
| Wells Fargo Securities, LLC | ||||
| Co-Managers: | BMO Capital Markets Corp. | |||
| CIBC World Markets Corp. | ||||
| Scotia Capital (USA) Inc. | ||||
| TD Securities (USA) LLC | ||||
| National Bank of Canada Financial Inc. | ||||
| SMBC Nikko Securities America, Inc. | ||||
| * | An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to review, revision, suspension, reduction or withdrawal at any time by Moody’s and Standard & Poor’s. Each of the security ratings above should be evaluated independently of any other security rating. |
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 Morgan Stanley & Co. LLC toll free at 1-866-718-1649, HSBC Securities (USA) Inc. toll free at 1-866-811-8049, J.P. Morgan Securities LLC collect at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322 and RBC Capital Markets, LLC toll free at 1-866-375-6829.
This pricing term sheet supplements the preliminary prospectus supplement issued by Canadian Pacific Railway Company on September 8, 2015 relating to its prospectus dated August 31, 2015.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.
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