Filed pursuant to Rule 433

Registration No. 333-142347

May 12, 2009

 

Canadian Pacific Railway Company

Final Term Sheet

Issuer:

Canadian Pacific Railway Company

Trade Date:

May 12, 2009

Settlement Date:

May 15, 2009

 

Principal Amount:

$350,000,000

Coupon:

7.250%

Maturity Date:

May 15, 2019

Public Offering Price:

99.663%

Benchmark:

UST 3.125% due May 15, 2019

Benchmark Yield:

3.173%

Spread:

UST +412.5 bps

Yield to Maturity:

7.298%

Optional Redemption:

Make whole call UST +50 bps

Interest Payment Dates:

May 15 and November 15, beginning November 15, 2009

CUSIP:

13645RAJ3

ISIN:

US13645RAJ32

Joint Bookrunning Managers:

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

 

Co-Managers:

NBF Securities (USA) Corp.

RBC Capital Markets Corporation

 

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 http://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 J.P. Morgan Securities Inc. collect at 1-212-834-4533 or by writing to Morgan Stanley & Co. Incorporated at 180 Varick Street, 2nd Floor, New York, New York 10014 Attention: Prospectus Department or by emailing prospectus@morganstanley.com.

 

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