CN Announces C$1.25 Billion Bond Offering

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The prospectus supplement, the corresponding base prospectus and any amendments thereto relating to this offering will be available on SEDAR+ within two business days

MONTREAL, April 30, 2024 (GLOBE NEWSWIRE) — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of C$700 million of 4.60% notes due 2029 and C$550 million 5.10% bonds due 2054 announced. CN expects to close the offering on May 2, 2024, subject to customary closing conditions.

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CN plans to use the net proceeds from the offering for general corporate purposes, which may include repayment and refinancing of outstanding debt, share repurchases, acquisitions and other business opportunities.
The debt offering will be made in Canada pursuant to CN’s base prospectus dated April 2, 2024.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is prior to registration or qualification would be unlawful under the securities laws of any such jurisdiction.

The securities have not been registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any other state and may not be offered or sold in the United States or to U.S. persons absent an appropriate exemption therefrom Registration Requirements.

Access to the prospectus supplement and the relevant base prospectus and any amendments thereto in connection with this offering will be in accordance with securities laws relating to procedures for providing access to a prospectus supplement, a base prospectus and any amendments thereto. The prospectus supplement, the relevant base prospectus and any amendments thereto relating to this offering will be available at www.sedarplus.ca within two business days.

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An electronic or hard copy of the prospectus supplement, the relevant base prospectus and any amendments thereto may be obtained free of charge from one of the Joint Bookrunners by contacting BMO Nesbitt Burns Inc. by email at [email protected], RBC Dominion Securities Inc . by email to [email protected], Scotia Capital Inc. by email at [email protected] or TD Securities Inc. by email at [email protected] and specify the contact with an email address or postal address.

Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws, including, but not limited to, statements regarding potential debt refinancings with respect to the timing and completion of the proposed debt offering , which is subject to customary termination rights and closing conditions, and the availability of the prospectus supplement. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions cause such assumptions, although reasonable at the time they were made, to be subject to greater uncertainty. Forward-looking statements may be identified by the use of words such as “believes,” “expects,” “anticipates,” “anticipates,” “outlook,” “plans,” “target” or other similar words.

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Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that could cause CN’s actual results, performance or achievements to differ materially from any projections or future results, performance or achievements implied by such statements . Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements include, but are not limited to, general economic and business conditions, including factors affecting global supply chains such as pandemics and geopolitical conflicts and tensions; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulatory authorities; Increase in maintenance and operating costs; security threats; dependence on technology and associated cybersecurity risk; trade restrictions or other changes to international trade agreements; transportation of hazardous materials; various events that could disrupt operations, including illegal blockages of rail networks and natural events such as severe weather events, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties in investigations, proceedings and other types of claims and litigation; derailment risks and liabilities; timing and completion of capital programs; the availability and cost competitiveness of renewable fuels and the development of new locomotive propulsion technologies; reputational risks; supplier concentration; pension funding requirements and volatility; and other risks detailed from time to time in CN’s reports filed with securities regulatory authorities in Canada and the United States. For a description of the principal risk factors associated with CN, reference should also be made to management’s discussion and analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F filed with Canadian and U.S. securities regulators have been submitted and are available on CN’s website. Information contained on or accessible through our website is not incorporated by reference into this press release.

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Forward-looking statements reflect information as of the date it is made. CN undertakes no obligation to update or revise any forward-looking statements to reflect future events, changed circumstances or changed beliefs, except as required by applicable securities laws. In the event that CN updates a forward-looking statement, no conclusion should be drawn that CN will make any further updates with respect to that statement, related matters or other forward-looking statements.

About CN
CN is a premier transportation leader and trade activist. Critical to the economy, the customers and the communities it serves, CN safely transports more than 300 million tons of natural resources, industrial products and manufactured goods across North America each year. CN’s network connects the east and west coasts of Canada to the southern United States via an 18,800 mile rail network. CN and its subsidiaries have been contributing to community prosperity and sustainable commerce since 1919. CN is committed to programs that promote social responsibility and environmental protection.

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