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Canadian National Railway issues US$700 million in senior notes due 2031 and 2035

On November 6, 2025, Canadian National Railway Company announced the issuance of US$700 million (C$987.8 million) in senior unsecured notes, comprising US$300 million (C$423.4 million) of 4.200% notes due 2031 and US$400 million (C$564.5 million) of 4.750% notes due 2035.

The public offering prices were 99.844% for the 2031 notes and 99.709% for the 2035 notes, with net proceeds to the company, after underwriting commissions, totaling approximately US$692.6 million (C$977.1 million). The proceeds will be used primarily to repay at maturity US$500 million of the company’s 2.75% notes due March 2026 and for general corporate purposes, including repayment of commercial paper.

The notes are senior unsecured obligations, ranking equally with Canadian National’s existing and future senior unsecured debt, but are structurally subordinated to obligations of its subsidiaries. The offering was managed by joint book-running managers BofA Securities, J.P. Morgan, RBC Capital Markets, and Wells Fargo Securities. Legal counsel for Canadian National Railway Company is Stikeman Elliott LLP (Canadian law) and Davis Polk & Wardwell LLP (U.S. law), while Cravath, Swaine & Moore LLP advises the underwriters.

Company

Canadian National Railway Company

Law Firm / Organization
Stikeman Elliott LLP
Law Firm / Organization
Davis Polk & Wardwell LLP

Bank

BofA Securities

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

J.P. Morgan

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

RBC Capital Markets

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

Wells Fargo Securities

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

BMO Capital Markets

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

BNP PARIBAS

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

Scotiabank

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

SMBC Nikko

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

US Bancorp

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

CIBC Capital Markets

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

Desjardins Capital Markets

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

Morgan Stanley

Law Firm / Organization
Cravath, Swaine & Moore LLP

Bank

TD Securities

Law Firm / Organization
Cravath, Swaine & Moore LLP
Public/Private Offering
Transportation
$ 987,800,000
Active