Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced it has
commenced tender offers (each individually, with respect to a
series of notes, a “Tender Offer”, and collectively, the “Tender
Offers”) to purchase for cash (1) any and all of its outstanding
3.950% Notes due 2022 and its outstanding 3.000% Notes due 2022
(the “Any and All Tender Offer” and such notes, collectively, the
“Any and All Notes”) and (2) up to a maximum aggregate purchase
price of $1,000,000,000 (such aggregate purchase price, the
“Maximum Aggregate Purchase Price”) of its outstanding 3.800% Notes
due 2023, its outstanding 4.000% Notes due 2024, its outstanding
5.375% Notes due 2025, its outstanding 4.250% Senior Notes due 2027
and its outstanding 4.400% Notes due 2029 (the “Maximum Tender
Offer” and such notes, collectively, the “Maximum Tender Offer
Notes”, and the Maximum Tender Offer Notes together with the Any
and All Notes, the “Securities”), subject to the acceptance
priority levels and the Series Tender Caps (as defined below) noted
in the second table below.
References in this news release to "$" are to
United States dollars.
Any and All of the Outstanding Securities Listed
Below
Title of Security |
CUSIP/ISIN |
Principal AmountOutstanding |
U.S. TreasuryReferenceSecurity |
BloombergReferencePage |
Fixed Spread |
3.950% Notes due 2022 |
448055AJ2/US448055AJ20 |
$500,000,000 |
2.25% UST due 4/15/2022 |
FIT3 |
+25 bps |
3.000% Notes due 2022 |
15135UAG4/US15135UAG40 |
$500,000,000 |
1.5% UST due 8/15/2022 |
FIT3 |
+20 bps |
Up to the Maximum Aggregate Purchase Price of the
Outstanding Securities Listed Below
Title of Security |
CUSIP/ISIN |
PrincipalAmountOutstanding |
AcceptancePriorityLevel(a) |
SeriesTenderCap(a) |
U.S.TreasuryReferenceSecurity |
BloombergReferencePage |
Fixed Spread |
EarlyTenderPayment(b) (c) |
3.800% Notes due 2023 |
15135UAJ8/US15135UAJ88 |
$450,000,000 |
1 |
N/A |
0.125% UST due 8/31/2023 |
FIT1 |
+35 bps |
$30 |
4.000% Notes due 2024 |
448055AK9/US448055AK92 |
$750,000,000 |
2 |
N/A |
0.375% UST due 8/15/2024 |
FIT1 |
+35 bps |
$30 |
5.375% Notes due 2025 |
15135UAS8/US15135UAS87 |
$1,000,000,000 |
3 |
$300,000,000 |
0.75% UST due 8/31/2026 |
FIT1 |
+45 bps |
$30 |
4.250%Senior Notes due 2027 |
15135UAL3/US15135UAL35;15135UAM1/US15135UAM18
(144A);C23555AF9/USC23555AF96 (Reg S) |
$961,851,000 |
4 |
$200,000,000 |
0.75% UST due 8/31/2026 |
FIT1 |
+105 bps |
$30 |
4.400% Notesdue 2029 |
448055AP8/US448055AP89 |
$750,000,000 |
5 |
N/A |
1.25% UST due 8/15/2031 |
FIT1 |
+110 bps |
$30 |
(a) The offers with respect to the Maximum Tender Offer Notes
are subject to the Maximum Aggregate Purchase Price of
$1,000,000,000. The offers with respect to Maximum Tender Offer
Notes with acceptance priority levels 3 and 4 are each individually
subject to an aggregate principal amount sublimit of $300,000,000
and $200,000,000, respectively (each, a “Series Tender Cap”). All
references to the aggregate purchase price herein include the
applicable Total Consideration (as defined below) or Late Tender
Offer Consideration (as defined below), as applicable, and exclude
applicable unpaid accrued interest and fees and expenses related to
the Tender Offers. Subject to the terms and conditions set forth in
the Offer to Purchase (as defined below), Cenovus will purchase
Maximum Tender Offer Notes having an aggregate purchase price up to
the Maximum Aggregate Purchase Price, subject to the acceptance
priority levels and the Series Tender Caps set forth in the second
table above. Subject to applicable law, Cenovus reserves the right,
but is under no obligation, to increase, decrease or eliminate the
Maximum Aggregate Purchase Price and/or any Series Tender Cap, in
either case, at any time and in its sole discretion.(b) Per $1,000
principal amount.(c) The Total Consideration for Maximum Tender
Offer Notes validly tendered prior to or at the Early Tender Date
(as defined below) and accepted for purchase is calculated using
the applicable fixed spread and is inclusive of the Early Tender
Payment.
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on September 15, 2021, unless extended or earlier
terminated (the “Any and All Expiration Date”). Holders of the Any
and All Notes must validly tender and not validly withdraw their
Any and All Notes prior to or at the Any and All Expiration Date to
be eligible to receive the applicable Total Consideration for such
Any and All Notes.
The Maximum Tender Offer will expire at midnight, New York City
time, at the end of October 6, 2021, unless extended or earlier
terminated (the “Maximum Tender Expiration Date”). Holders of the
Maximum Tender Offer Notes must validly tender and not validly
withdraw their Maximum Tender Offer Notes prior to or at 5:00 p.m.,
New York City time, on September 22, 2021, unless extended or
earlier terminated (the “Early Tender Date”), to be eligible to
receive the applicable Total Consideration for such Maximum Tender
Offer Notes, which is inclusive of an amount in cash equal to the
applicable amount set forth in the second table above under the
heading “Early Tender Payment” (the “Early Tender Payment”).
Holders of the Maximum Tender Offer Notes who validly tender their
Maximum Tender Offer Notes after the Early Tender Date but prior to
or at the Maximum Tender Expiration Date will be eligible to
receive the applicable Total Consideration for such Maximum Tender
Offer Notes minus the Early Tender Payment (the “Late Tender Offer
Consideration”).
All Maximum Tender Offer Notes tendered prior to or at the Early
Tender Date will be accepted based on the acceptance priority
levels noted in the second table above and will have priority over
Maximum Tender Offer Notes tendered after the Early Tender Date
(subject to any applicable Series Tender Cap), regardless of the
acceptance priority levels of the Maximum Tender Offer Notes
tendered after the Early Tender Date. Subject to applicable law,
Cenovus may increase, decrease or eliminate the Maximum Aggregate
Purchase Price and/or any Series Tender Cap, in either case, at any
time and in its sole discretion.
The applicable consideration (the “Total Consideration”) payable
for each $1,000 principal amount of each series of Securities
validly tendered and accepted for payment pursuant to the Any and
All Tender Offer will be determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread for
such Security specified in the tables above plus the applicable
yield to maturity date based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the
applicable table above, calculated as of 2:00 p.m., New York City
time, on September 15, 2021, unless extended or earlier terminated.
The applicable Total Consideration payable for each $1,000
principal amount of each series of Securities validly tendered
prior to or at the Early Tender Date and accepted for payment
pursuant to the Maximum Tender Offer will be determined in the
manner described in the Offer to Purchase by reference to the
applicable fixed spread for such Security specified in the tables
above plus the applicable yield to par call date based on the
bid-side price of the applicable U.S. Treasury Reference Security
specified in the applicable table above, calculated as of 10:00
a.m., New York City time, on September 23, 2021, unless extended or
earlier terminated. In addition to the Total Consideration, Cenovus
will also pay accrued and unpaid interest on Securities purchased
up to, but not including, the applicable settlement date. The
settlement date for the Any and All Tender Offer will occur
promptly after the Any and All Expiration Date and is expected to
be September 16, 2021. The settlement date for the Maximum Tender
Offer Notes validly tendered and accepted for payment on the Early
Tender Date will occur promptly after the Early Tender Date and is
expected to be September 24, 2021. The settlement date for the
Maximum Tender Offer Notes validly tendered and accepted for
payment after the Early Tender Date will occur promptly after the
Maximum Tender Expiration Date and is expected to be October 8,
2021.
Any and All Notes tendered pursuant to the Any and All Tender
Offer may be withdrawn prior to or at, but not after, 5:00 p.m.,
New York City time, on September 15, 2021, and Maximum Tender Offer
Notes tendered pursuant to the Maximum Tender Offer may be
withdrawn prior to or at, but not after, 5:00 p.m., New York City
time, on September 22, 2021 (such dates and times, as they may be
extended with respect to the Any and All Notes or a series of
Maximum Tender Offer Notes, the applicable “Withdrawal
Deadline”).
After the applicable Withdrawal Deadline, you may not withdraw
your tendered Securities unless Cenovus amends the applicable
Tender Offer in a manner that is materially adverse to the
tendering holders, in which case withdrawal rights may be extended
as Cenovus determines, to the extent required by law (as determined
by Cenovus), appropriate to allow tendering holders a reasonable
opportunity to respond to such amendment. Additionally, Cenovus, in
its sole discretion, may extend a Withdrawal Deadline for any
purpose. If a custodian bank, broker, dealer, commercial bank,
trust company or other nominee holds your Securities, such nominee
may have an earlier deadline or deadlines for receiving
instructions to withdraw tendered Securities.
The Tender Offers are being made pursuant to an Offer to
Purchase, dated September 9, 2021 (the “Offer to Purchase”), which
sets forth a more detailed description of the Tender Offers.
Holders of the Securities are urged to read the Offer to Purchase
carefully before making any decision with respect to the Tender
Offers.
Cenovus’s obligation to accept for payment and to pay for the
Securities validly tendered in the Tender Offers is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase, including a financing condition. The Tender
Offers may be terminated or withdrawn in whole or terminated or
withdrawn with respect to any series of the Securities, subject to
applicable law. Cenovus reserves the right, subject to applicable
law, to (i) waive any and all conditions to any of the Tender
Offers, (ii) extend or terminate any of the Tender Offers, (iii)
increase, decrease or eliminate the Maximum Aggregate Purchase
Price and/or any Series Tender Cap or (iv) otherwise amend any of
the Tender Offers in any respect.
Cenovus has retained J.P. Morgan Securities LLC, BofA Securities
and MUFG Securities Americas Inc. as dealer managers (the “Dealer
Managers”) for the Tender Offers. Cenovus has retained D.F. King
& Co., Inc. as the tender and information agent for the Tender
Offers. For additional information regarding the terms of the
Tender Offers, please contact: J.P. Morgan Securities LLC at (866)
834-4666 (toll free) or (212) 834-3424 (collect); BofA Securities
at (980) 387-3907 (collect) or MUFG Securities Americas Inc. at
(877) 744-4532 (toll free) or (212) 405-7481 (collect). Requests
for documents and questions regarding the tendering of securities
may be directed to D.F. King & Co., Inc. by telephone at (212)
269-5550 (for banks and brokers only) or (888) 605-1958 (for all
others, toll-free), by email at cve@dfking.com or at
www.dfking.com/cve or to the Dealer Managers at their respective
telephone numbers.
This announcement is for information purposes only and does not
constitute an offer to sell, a solicitation to buy or an offer to
purchase or sell any securities. The Tender Offers are being made
only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.
Advisory
Forward-looking Information
This news release contains certain forward-looking statements
and forward-looking information (collectively referred to as
“forward-looking information”) within the meaning of applicable
securities legislation, including the United States Private
Securities Litigation Reform Act of 1995, about our current
expectations, estimates and projections about the future, based on
certain assumptions made by us in light of our experience and
perception of historical trends. Although Cenovus believes that the
expectations represented by such forward-looking information are
reasonable, there can be no assurance that such expectations will
prove to be correct. Readers are cautioned not to place undue
reliance on forward-looking information as actual results may
differ materially from those expressed or implied. Cenovus
undertakes no obligation to update or revise any forward-looking
information except as required by law.
Forward-looking information in this document is identified by
words such as “may”, or “will”, or similar expressions and includes
suggestions of future outcomes, including statements about: the
purchase of the Securities; the deadlines, determination dates and
settlement dates specified herein in regards to the Tender Offers;
increasing or decreasing the Maximum Aggregate Purchase Price
and/or any Series Tender Cap; and the payment of accrued and unpaid
interest.
Developing forward-looking information involves reliance on a
number of assumptions and consideration of certain risks and
uncertainties, some of which are specific to Cenovus and others
that apply to the industry generally. Material factors or
assumptions on which the forward-looking information in this news
release is based include: risks related to the acceptance of any
tendered Securities, the expiration and settlement of the Tender
Offers, the satisfaction of conditions to the Tender Offers,
whether the Tender Offers will be consummated in accordance with
the terms set forth in the Offer to Purchase or at all and the
timing of any of the foregoing.
Readers are cautioned that other events or circumstances,
although not listed above, could cause Cenovus’s actual results to
differ materially from those estimated or projected and expressed
in, or implied by, the forward-looking statements. For a full
discussion of material risk factors, refer to Risk Management and
Risk Factors in Cenovus’s Management’s Discussion and
Analysis for the year ended December 31, 2020 and in Cenovus’s
Management’s Discussion and Analysis for the three and six
months ended June 30, 2021 and to the risk factors described in
other documents Cenovus files from time to time with securities
regulatory authorities in Canada, available on SEDAR at sedar.com,
and with the U.S. Securities and Exchange Commission on EDGAR at
sec.gov, and on its website at cenovus.com.
Cenovus Energy Inc.
Cenovus Energy Inc. is an integrated energy company with oil and
natural gas production operations in Canada and the Asia Pacific
region, and upgrading, refining and marketing operations in Canada
and the United States. The company is focused on managing its
assets in a safe, innovative and cost-efficient manner, integrating
environmental, social and governance considerations into its
business plans. Cenovus common shares and warrants are listed on
the Toronto and New York stock exchanges, and the company’s
preferred shares are listed on the Toronto Stock Exchange. For more
information, visit cenovus.com.
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Cenovus contacts:
Investors |
Media |
Investor Relations general line |
Media Relations general line |
403-766-7711 |
403-766-7751 |
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