Filed Pursuant to Rule 433
File No. 333-223660
Bell Canada
US$750,000,000 4.464% SeriesUS-1 Notes due 2048
Pricing Term Sheet
March 26, 2018
| Issuer: | Bell Canada | |
| Guarantor: | BCE Inc. | |
| Guaranty: | Unconditionally guaranteed as to payment of principal, interest and other payment obligations by the Guarantor. | |
| Security Title: | 4.464% SeriesUS-1 Notes due 2048 (the “Notes”) | |
| Expected Ratings (Moody’s / S&P / DBRS):* | Baa1 / BBB+ / BBBH | |
| Trade Date: | March 26, 2018 | |
| Settlement Date: | March 29, 2018 (T+3) | |
| Principal Amount: | US$750,000,000 | |
| Maturity Date: | April 1, 2048 | |
| Benchmark Treasury: | 2.750% due November 15, 2047 | |
| Benchmark Treasury Price / Yield: | 93-29 / 3.064% | |
| Spread to Benchmark Treasury: | +140 basis points | |
| Yield to Maturity: | 4.464% | |
| Coupon: | 4.464% per annum, accruing from March 29, 2018 | |
| Price to Public: | 100.000% of principal amount | |
| Interest Payment Dates: | April 1 and October 1 of each year, commencing on October 1, 2018 (long first coupon) | |
| Make-Whole Redemption: | Prior to October 1, 2047 (six months prior to the maturity date), the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes (exclusive of interest accrued and unpaid to the date of redemption and assuming for this purpose that the Notes are scheduled to mature on October 1, 2047) discounted to the redemption date on a semi-annual basis (assuming a360-day year consisting of twelve30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon, to, but not including, the date of redemption. | |
| Par Redemption: | On or after October 1, 2047 (six months prior to the maturity date), the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but not including, the date of redemption. | |
| CUSIP / ISIN: | 0778FPAA7 / US0778FPAA77 | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Barclays Capital Inc. Citigroup Global Markets Inc. TD Securities (USA) LLC | |
| SeniorCo-Managers: | BMO Capital Markets Corp. CIBC World Markets Corp. Desjardins Securities Inc. National Bank of Canada Financial Inc. Scotia Capital (USA) Inc. | |
| Co-Managers: | J.P. Morgan Securities LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Casgrain & Company Limited | |
| Governing Law: | State of New York | |
| Prospectus and Prospectus Supplement: | Prospectus dated March 20, 2018, and Preliminary Prospectus Supplement dated March 26, 2018 | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer expects that delivery of the Notes will be made to investors on or about March 29, 2018 which will be the third business day following the date of this pricing term sheet (such settlement being referred to as “T+3”). Under Rule15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the second business day before the date of delivery of the Notes hereunder will be required, by virtue of the fact that the Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the second business day before the date of delivery of the Notes hereunder should consult their advisors.
The offer and sale of the securities to which this communication relates is being made solely in jurisdictions outside Canada in compliance with the applicable rules and regulations of such jurisdictions.
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll-free, at (800)294-1322, RBC Capital Markets, LLC, toll-free, at (866)375-6829, Barclays Capital Inc., toll-free at (888)603-5847, Citigroup Global Markets Inc., toll-free at (800)831-9146 or TD Securities (USA) LLC at (855)495-9846.
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