Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced the
pricing terms of its previously announced cash tender offer (the
“Maximum Tender Offer”) for up to an increased maximum aggregate
purchase price of $1,250,000,000 (such increased aggregate purchase
price, the “Maximum Aggregate Purchase Price”) of its outstanding
3.800% Notes due 2023 (the “2023 Notes”), its outstanding 4.000%
Notes due 2024 (the “2024 Notes”), its outstanding 5.375% Notes due
2025 (the “2025 Notes”), its outstanding 4.250% Senior Notes due
2027 (the “2027 Notes”) and its outstanding 4.400% Notes due 2029
(the “2029 Notes” and, together with the 2023 Notes, the 2024
Notes, the 2025 Notes and the 2027 Notes, the “Maximum Tender Offer
Notes”). As previously announced, Cenovus has eliminated the Series
Tender Cap (as defined in the Offer to Purchase dated September 9,
2021 (the “Offer to Purchase”)) for the 2025 Notes. The terms and
conditions of the Maximum Tender Offer are described in the Offer
to Purchase.
References in this news release to "$" are to United States
dollars.
As of 5:00 p.m., New York City time, on September 22, 2021 (the
“Early Tender Date”), as reported by D.F. King & Co., Inc., the
tender and information agent for the Maximum Tender Offer, the
aggregate principal amount of each of the 2023 Notes, the 2024
Notes and the 2025 Notes listed in the table below had been validly
tendered and not validly withdrawn. The applicable Reference Yield,
Repurchase Yield, Early Tender Payment and Total Consideration
(each as defined more fully in the Offer to Purchase) with respect
to the 2023 Notes, the 2024 Notes and the 2025 Notes accepted for
purchase are detailed in the table below.
Title of Security |
CUSIP/ISIN |
Initial Principal Amount |
Acceptance Priority Level |
U.S. Treasury Reference Security |
Reference Yield |
Fixed Spread |
Repurchase Yield |
Aggregate Principal Amount Tendered |
Aggregate Principal Amount Expected to be
Accepted |
Proration Factor(a) |
Early Tender Payment (b) (c) |
Total Consideration (b) (c) |
3.800% Notes due 2023 |
15135UAJ8/US15135UAJ88 |
$450,000,000 |
1 |
0.125% UST due 8/31/2023 |
0.249% |
+35 bps |
0.599% |
$334,712,000 |
$334,712,000 |
100% |
$30 |
$1,054.86 |
4.000% Notes due 2024 |
448055AK9/US448055AK92 |
$750,000,000 |
2 |
0.375% UST due 8/15/2024 |
0.484% |
+35 bps |
0.834% |
$481,224,000 |
$481,224,000 |
100% |
$30 |
$1,072.24 |
5.375% Notes due 2025 |
15135UAS8/US15135UAS87 |
$1,000,000,000 |
3 |
0.75% UST due 8/31/2026 |
0.899% |
+45 bps |
1.349% |
$747,727,000 |
$334,326,000 |
44.7% |
$30 |
$1,139.42 |
(a) Proration Factor is rounded to the nearest tenth of one
percent.(b) Per $1,000 principal amount.(c) The Total Consideration
for each series of Maximum Tender Offer Notes validly tendered
prior to or at the Early Tender Date and accepted for purchase is
calculated using the applicable fixed spread shown in the table
above and is inclusive of the applicable Early Tender Payment for
such series of Maximum Tender Offer Notes.
Because the aggregate principal amount of Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date has an aggregate purchase price that exceeds the
Maximum Aggregate Purchase Price, Cenovus does not expect to accept
for purchase all Maximum Tender Offer Notes that have been validly
tendered and not validly withdrawn at or prior to the Early Tender
Date. Rather, subject to the Maximum Aggregate Purchase Price, the
acceptance priority levels and the applicable proration factors set
forth in the table above, in each case as further described in the
Offer to Purchase, Cenovus will accept for purchase 2023 Notes,
2024 Notes and 2025 Notes validly tendered and not validly
withdrawn before the Early Tender Date. Cenovus expects to accept
for purchase 2025 Notes validly tendered and not validly withdrawn
before the Early Tender Date on a prorated basis using a proration
factor of approximately 44.7%. Cenovus expects to accept for
purchase all of the 2023 Notes and all of the 2024 Notes validly
tendered and not validly withdrawn before the Early Tender Date and
does not expect to accept for purchase any 2027 Notes or 2029
Notes. As a result, a holder who validly tenders and does not
validly withdraw Maximum Tender Offer Notes pursuant to the Maximum
Tender Offer may have all or a portion of its Maximum Tender Offer
Notes returned to it.
Upon consummation of the Maximum Tender Offer, Cenovus will pay
the applicable Total Consideration (as shown in the table above for
the 2023 Notes, the 2024 Notes and the 2025 Notes) for each $1,000
principal amount of each of the 2023 Notes, the 2024 Notes and the
2025 Notes validly tendered and accepted for payment. The Total
Consideration was calculated in the manner described in the Offer
to Purchase by reference to a fixed spread specified in the table
above plus the yield to par call date based on the bid-side price
of the applicable U.S. Treasury Reference Security specified in the
table above at 10:00 a.m., New York City time, on September 23,
2021. The Total Consideration also includes the applicable Early
Tender Payment (as shown in the table above for the 2023 Notes, the
2024 Notes and the 2025 Notes) for each $1,000 principal amount of
each of the 2023 Notes, the 2024 Notes and the 2025 Notes validly
tendered and accepted for payment. Payments for 2023 Notes, 2024
Notes and 2025 Notes accepted for purchase will include accrued and
unpaid interest from the last interest payment date applicable to
the relevant series of Maximum Tender Offer Notes up to, but
excluding, the settlement date for Maximum Tender Offer Notes that
are validly tendered and not validly withdrawn prior to or at the
Early Tender Date (the “Maximum Tender Early Settlement Date”). It
is anticipated that the Maximum Tender Early Settlement Date will
be September 24, 2021.
The Maximum Tender Offer will expire at midnight, New York City
time, at the end of October 6, 2021 (the “Maximum Tender Expiration
Date”), unless extended or earlier terminated. Because the Maximum
Tender Offer has been fully subscribed as of the Early Tender Date,
holders who tender Maximum Tender Offer Notes after the Early
Tender Date will not have any of their Maximum Tender Offer Notes
accepted for purchase, unless Cenovus elects to increase or
eliminate the Maximum Aggregate Purchase Price. Any Maximum Tender
Offer Notes tendered after the Early Tender Date, together with any
Maximum Tender Offer Notes tendered at or prior to the Early Tender
Date but not accepted for purchase by Cenovus, will be returned to
the holders thereof as described in the Offer to Purchase.
The withdrawal deadline for the Maximum Tender Offer was 5:00
p.m., New York City time, on September 22, 2021 and has not been
extended. Accordingly, previously tendered Maximum Tender Offer
Notes and Maximum Tender Offer Notes tendered after such withdrawal
deadline may not be withdrawn, subject to applicable law.
Cenovus’s obligation to accept for payment and to pay for the
Maximum Tender Offer Notes validly tendered and not validly
withdrawn in the Maximum Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. The Maximum Tender Offer may be terminated or
withdrawn in whole or terminated or withdrawn with respect to any
series of Maximum Tender Offer Notes, subject to applicable law.
Cenovus reserves the right, subject to applicable law, to: (i)
waive any and all conditions to the Maximum Tender Offer, (ii)
extend or terminate the Maximum Tender Offer, (iii) increase,
decrease or eliminate the Maximum Aggregate Purchase Price and/or
any Series Tender Cap or (iv) otherwise amend the Maximum Tender
Offer 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 Maximum Tender Offer. Cenovus has retained D.F.
King & Co., Inc. as the tender and information agent for the
Maximum Tender Offer. For additional information regarding the
terms of the Maximum 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 Maximum 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 “may”, “will”, “expect” or similar expressions and
includes suggestions of future outcomes, including statements
about: payment of the Total Consideration; the deadlines and
settlement dates specified herein in regards the Maximum Tender
Offer; increasing, decreasing or eliminating the Maximum Aggregate
Purchase Price; the payment of accrued and unpaid interest; the use
of a proration factor in respect of the 2025 Notes; and the series
of Maximum Tender Offer Notes to be accepted for purchase pursuant
to the Maximum Tender Offer.
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 Maximum Tender Offer Notes, the expiration and settlement
of the Maximum Tender Offer, the satisfaction of conditions to the
Maximum Tender Offer, whether the Maximum Tender Offer will be
consummated in accordance with the terms set forth in the Offer to
Purchase and this news release 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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Instagram.
Cenovus contacts:
Investors |
Media |
Investor Relations general line403-766-7711 |
Media Relations general line403-766-7751 |
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