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Canada – ‘FWP’ on 4/20/22 re: Canada

On:  Wednesday, 4/20/22, at 4:44pm ET   ·   Accession #:  1193125-22-111198   ·   File #:  333-261833

Previous ‘FWP’:  ‘FWP’ on 5/11/21   ·   Next:  ‘FWP’ on 4/19/23   ·   Latest:  ‘FWP’ on 4/24/24   ·   1 Reference:  To:  Canada – ‘424B2’ on 4/20/22

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/20/22  Canada                            FWP                    1:23K  Canada                            Donnelley … Solutions/FA

Free-Writing Prospectus   —   Rule 163 / 433

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free-Writing Prospectus                             HTML     17K 


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  FWP  

Issuer Free Writing Prospectus

Filed pursuant to Rule 433(d)

Registration Statement No. 333-261833

April 20, 2022

Canada

U.S.$3,500,000,000 2.875% United States Dollar Bonds due 2025

Final Term Sheet

 

Issuer:    Canada
Title:    2.875% United States Dollar Bonds due April 28, 2025
Expected Ratings*:    Aaa/AAA (Moody’s/S&P)
Format:    SEC Registered
Size:    U.S.$3,500,000,000
Trade Date:    April 20, 2022
Settlement Date:    April 28, 2022 (T+6)
Maturity Date:    April 28, 2025
Callable:    No, unless a change in the laws or regulations of Canada would require the payment by Canada of Additional Amounts on the bonds, as more fully described in the Prospectus Supplement.
Interest Payment Dates:    April 28 and October 28
First Interest Payment Date:    October 28, 2022
Benchmark Treasury:    UST 2.625% due April 15, 2025
Benchmark Treasury Price and Yield:    99-1714, 2.787%
Spread to Benchmark Treasury:    +9 bps
Yield to Maturity:    2.877%
Coupon:    2.875%
Price:    99.994%
Day Count:    30/360
Specified Currency:    United States Dollar (“U.S.$” or “$”)
Minimum Denomination:    $5,000 and increments of $5,000 in excess thereof
Listing:    Luxembourg Euro MTF Market

 

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Status:    The bonds will constitute direct unconditional obligations of Canada. The payment of the principal of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada.
Governing Law:    The laws of Ontario and the laws of Canada applicable therein.
Business Days:    New York, London, Toronto
Representatives:   

BMO Capital Markets Corp.
Citigroup Global Markets Limited

HSBC Bank plc

National Bank of Canada Financial Inc.

RBC Capital Markets, LLC

Co-managers:   

Barclays Bank PLC

BNP Paribas

BofA Securities, Inc.

Casgrain & Company Limited

CIBC World Markets Corp.

Desjardins Securities Inc.

Goldman Sachs International

J.P. Morgan Securities plc

Laurentian Bank Securities Inc.

Scotia Capital (USA) Inc.

TD Securities (USA) LLC

Wells Fargo Securities, LLC

Billing and Delivering:    RBC Capital Markets, LLC
CUSIP:    135087 N75
ISIN:    US135087N757
Reference Document:    Prospectus Supplement, subject to completion, dated April 20, 2022; Prospectus dated January 21, 2022.
   https://www.sec.gov/Archives/edgar/data/0000230098/000119312522110447/d354304d424b2.htm
Legends:   

This document does not constitute or form part of any offer or invitation to sell these bonds and is not soliciting any offer to buy these bonds in any jurisdiction where such offer or sale is not permitted.

 

MiFID Target Market: The manufacturer target market (MiFID product governance) is eligible and professional counterparties only (all distribution channels).

 

UK MiFIR Target Market: The manufacturer target market (MiFIR product governance) is eligible and professional counterparties only (all distribution channels).

 

This document is for distribution only to persons who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of

 

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the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) in connection with the issue or sale of any bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

 

This document, the prospectus supplement and the base prospectus have been prepared on the basis that all offers of the bonds in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce or publish a prospectus. Accordingly, any person making or intending to make any offer within a Member State of the bonds may only do so in circumstances in which no obligation arises for Canada or any underwriter to produce or publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation in relation to such offer. Neither Canada nor the underwriters have authorized, nor do they authorize, the making of any offer of the bonds in circumstances in which an obligation arises for Canada or any of the underwriters to publish a prospectus for such offer. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129. Neither Canada nor any underwriter has authorized, nor do they authorize, the making of any offer of the bonds through any financial intermediary, other than offers made by the relevant underwriter which constitute the final placement of the bonds contemplated in the prospectus supplement.

 

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

This communication is intended for the sole use of the person to whom it is provided by the Issuer.

 

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 BMO Capital Markets Corp. at (866) 864-7760, Citigroup Global Markets Limited at (800) 831-9146, HSBC Bank plc at (866) 430-0686, National Bank of Canada Financial Inc. at (212) 632-8868, or RBC Capital Markets, LLC at (866) 375-6829.

 

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent via Bloomberg or another email system.

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘FWP’ Filing    Date    Other Filings
4/28/25
4/15/25
10/28/22
4/28/22
Filed on:4/20/22424B2
1/21/22EFFECT
 List all Filings 


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/20/22  Canada                            424B2                  1:314K                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-22-111198   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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