Cenovus announces Expiration and Results of Any and All Tender Offer
September 15 2021 - 7:25PM
Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced that its
previously announced cash tender offer (the “Any and All Tender
Offer”) for any and all of its outstanding 3.950% Notes due 2022
(the “3.950% Notes”) and 3.000% Notes due 2022 (the “3.000% Notes”
and, together with the 3.950% Notes, the “Any and All Notes”)
(CUSIP Nos. 448055AJ2 and 15135UAG4, respectively) expired at 5:00
p.m., New York City time, on September 15, 2021. According to
information provided by D.F. King & Co., Inc., the tender and
information agent for the Any and All Tender Offer, $252,644,000
aggregate principal amount of the 3.950% Notes and $294,017,000
aggregate principal amount of the 3.000% Notes were validly
tendered and not validly withdrawn prior to or at the expiration of
the Any and All Tender Offer. This amount excludes $1,273,000
aggregate principal amount of the 3.950% Notes and $29,464,000
aggregate principal amount of the 3.000% Notes tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase, dated September 9, 2021 (the “Offer to Purchase”), and
the related notice of guaranteed delivery provided in connection
with the Any and All Tender Offer, which remain subject to the
holders’ performance of the delivery requirements under such
procedures. The obligation of Cenovus to accept any Any and All
Notes tendered and to pay the consideration for the Any and All
Notes is subject to satisfaction or waiver of certain conditions
and other terms set forth solely in the Offer to Purchase. If the
conditions are satisfied or waived, Cenovus expects to pay for such
Any and All Notes on September 16, 2021 (the “Any and All
Settlement Date”).
References in this news release to "$" are to United States
dollars.
Holders of Any and All Notes that validly tendered and did not
validly withdraw their Any and All Notes prior to the expiration of
the Any and All Tender Offer will receive total consideration of
$1,021.07 for each $1,000 principal amount of 3.950% Notes and
$1,024.78 for each $1,000 principal amount of 3.000% Notes tendered
and accepted for payment, in each case plus accrued and unpaid
interest up to but not including the Any and All Settlement
Date.
Cenovus intends to fund the purchase of the Any and All Notes
with a portion of the proceeds from its recently completed notes
offering, which closed on September 13, 2021, and cash on hand.
Cenovus has retained J.P. Morgan Securities LLC and BofA
Securities and MUFG Securities Americas Inc. as dealer managers
(the “Dealer Managers”) for the Any and All Tender Offer. Cenovus
has retained D.F. King & Co., Inc. as the tender and
information agent for the Any and All Tender Offer. For additional
information regarding the terms of the Any and All Tender Offer,
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 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 Any and All Tender Offer is
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 “expects”, or “will”, or similar expressions and
includes suggestions of future outcomes, including statements
about: payment for the Any and All Notes and the source of the
funds required to purchase the Any and All Notes.
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 Any and All Notes, the settlement of the Any and All
Tender Offer, the satisfaction of conditions to the Any and All
Tender Offer, whether the Any and All Tender Offer 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
(MD&A) for the year ended December 31, 2020 and in Cenovus’s
MD&A 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:
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Investor Relations general line403-766-7711 |
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