Filed Pursuant to Rule 433

File Number 333-249962

BELL CANADA

Pricing Term Sheet

February 8, 2022

 

Issuer:    Bell Canada
Guarantor:    BCE Inc.
Guaranty:    Unconditionally guaranteed as to payment of principal, interest and other payment obligations by the Guarantor.
Security Title:    3.650% Series US-7 Notes due 2052 (the “Notes”)
Expected Ratings (Moody’s / S&P / DBRS):*    Baa1 (Stable) / BBB+ (Stable) / BBB (high) (Stable)
Trade Date:    February 8, 2022
Settlement Date**:    February 11, 2022 (T+3)
Principal Amount:    US$750,000,000
Maturity Date:    August 15, 2052
Benchmark Treasury:    2.000% due August 15, 2051
Benchmark Treasury Price / Yield:    94-22 / 2.247%
Spread to Benchmark Treasury:    +145 basis points
Yield to Maturity:    3.697%
Coupon:    3.650% per annum, accruing from February 11, 2022
Price to Public:    99.144% of principal amount
Interest Payment Dates:    February 15 and August 15 of each year, commencing August 15, 2022
Make-Whole Redemption:    Prior to February 15, 2052 (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 February 15, 2052) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-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 February 15, 2052 (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:    0778FP AJ8 / US0778FPAJ86
Joint Book-Running Managers:   

BofA Securities, Inc.

RBC Capital Markets, LLC

Scotia Capital (USA) Inc.

SMBC Nikko Securities America, Inc.

Passive Book-Running Managers:   

BMO Capital Markets Corp.

National Bank of Canada Financial Inc.

Co-Managers:

  

CIBC World Markets Corp.

Citigroup Global Markets Inc.

Desjardins Securities Inc.

Mizuho Securities USA LLC

TD Securities (USA) LLC

Wells Fargo Securities, LLC

Casgrain & Company Limited

Governing Law:    State of New York
Prospectus and Prospectus Supplement:    Prospectus dated November 16, 2020, and Preliminary Prospectus Supplement dated February 8, 2022

 

*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 February 11, 2022 which will be the third business day following the date of this pricing term sheet (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, 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 and the Guarantor have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor 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, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by contacting BofA Securities, Inc., toll-free, at 1-800-294-1322, RBC Capital Markets, LLC, toll-free, at 1-866-375-6829, Scotia Capital (USA) Inc., toll-free at 1-800-372-3930 and SMBC Nikko Securities America, Inc., toll-free at 1-888-868-6856.

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

 

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