Filed Pursuant to Rule 433
Registration No. 333-233702
July 28, 2020


TERM SHEET
Cenovus Energy Inc.

US$1,000,000,000 5.375% Notes due 2025 (the “Notes”)

Issuer          
Cenovus Energy Inc.
   
Principal Amount          
US$1,000,000,000
   
Expected Ratings*          
Ba2/BBB-/BB+/BBB(low) (Moody’s/S&P/Fitch/DBRS)
   
Public Offering Price          
100%
   
Coupon          
5.375%
   
Yield to Maturity          
5.375%
   
Trade Date          
July 28, 2020
   
Settlement Date          
July 30, 2020
   
Maturity Date          
July 15, 2025
   
Interest Payment Dates          
Semi-annually on January 15 and July 15, beginning January 15, 2021
   
Record Dates          
January 1 and July 1
   
Make-Whole Call          
Prior to April 15, 2025 (the date that is three months prior to the Maturity Date of the Notes), at the applicable “make-whole” (Adjusted Treasury Rate plus 50 basis points).
   
Par Call          
On or after April 15, 2025 (the date three months prior to the Maturity Date of the Notes).
   
Change of Control Triggering Event
If the Issuer experiences a Change of Control Triggering Event, it will be required to offer to repurchase the Notes from holders at 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date.
   
CUSIP          
15135U AS8
   
ISIN          
US15135UAS87
   
Active Joint Book-Running Managers          
BofA Securities, Inc.
BMO Capital Markets Corp.
Scotia Capital (USA) Inc.




Joint Book-Running Managers          
RBC Capital Markets, LLC
TD Securities (USA) LLC
   
Senior Co-Managers          
ATB Capital Markets Inc.
CIBC World Markets Corp.
   
Co-Managers          
Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
Desjardins Securities Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
National Bank of Canada Financial Inc.
SMBC Nikko Securities America, Inc.
Wells Fargo Securities, LLC


*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.
The Issuer has filed a registration statement (including a base shelf prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (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 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 website at www.sec.gov. Alternatively, Cenovus, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting BofA Securities, Inc. toll-free at 1-800-294-1322 or at dg.prospectus_requests@bofa.com, BMO Capital Markets Corp. toll-free at 1-866-864-7760 or Scotia Capital (USA) Inc. toll-free at 1-800-372-3930.
Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED.  SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.



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