Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced today the
early tender results for its tender offers to purchase for cash
certain of its outstanding series of Notes.
Cenovus also announced it has increased the previously announced
Pool 1 Maximum Amount (as defined below) from $1,000,000,000 to a
total cash amount sufficient to accept for purchase all 4.250%
Notes due 2027, 4.400% Notes due 2029, 4.450% Notes due 2042,
5.200% Notes due 2043 and 5.375% Notes due 2025 validly tendered
and not validly withdrawn prior to or at the Early Tender Date (as
defined below). The Pool 2 Maximum Amount (as defined below)
remains unchanged at $500,000,000 and as a result, Cenovus expects
to accept for purchase the 6.750% Notes due 2039 validly tendered
and not validly withdrawn prior to or at the Early Tender Date on a
prorated basis.
References to "$" in this news release are to United States
dollars, unless otherwise indicated.
Details of tender offersCenovus initially
offered to purchase for cash: (i) up to $1,000,000,000 aggregate
purchase price, excluding accrued and unpaid interest (the “Pool 1
Maximum Amount”), of its 4.250% Notes due 2027, its 4.400% Notes
due 2029, its 4.450% Notes due 2042, its 5.200% Notes due 2043, its
5.375% Notes due 2025 and its 5.400% Notes due 2047 (collectively,
the “Pool 1 Notes”) and (ii) up to $500,000,000 aggregate purchase
price, excluding accrued and unpaid interest (the “Pool 2 Maximum
Amount” and, together with the Pool 1 Maximum Amount, the “Maximum
Amounts”), of its 6.750% Notes due 2039, its 6.800% Notes due 2037
and its 5.250% Notes due 2037 (collectively, the “Pool 2 Notes”
and, together with the Pool 1 Notes, the “Notes”), subject to
prioritized acceptance levels listed in the table below
(“Acceptance Priority Levels”) and the terms and conditions of the
tender offers.
Cenovus has amended such tender offers to increase the
previously announced Pool 1 Maximum Amount from $1,000,000,000 to a
total cash amount sufficient to accept for purchase all 4.250%
Notes due 2027, 4.400% Notes due 2029, 4.450% Notes due 2042,
5.200% Notes due 2043 and 5.375% Notes due 2025 validly tendered
and not validly withdrawn prior to or at the Early Tender Date. All
other terms of the tender offers as previously announced in the
offer to purchase dated August 26, 2022 (as amended and
supplemented hereby, the “Offer to Purchase”) remain unchanged.
Cenovus refers investors to the Offer to Purchase for the complete
terms and conditions of the tender offers.
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on September 9, 2022 (the “Early
Tender Date”), according to information provided by D.F. King &
Co., Inc., the tender and information agent for the tender offers,
the aggregate principal amount of each series of Notes listed in
the table below had been validly tendered and not validly withdrawn
in each tender offer. Withdrawal rights for the Notes expired at
5:00 p.m., New York City time, on the Early Tender Date.
|
Title of Security |
CUSIP/ISIN |
Principal AmountOutstanding |
Maximum Amount(1) |
Acceptance
PriorityLevel(2) |
Principal Amount Tendered at Early Tender
Date |
Pool 1 Tender Offers |
4.250% Notes due 2027 |
15135UAM1 / US15135UAM1815135UAL3 / US15135UAL35 (144A)C23555AF9 /
USC23555AF96 (Reg S) |
$961,851,000 |
$1,700,000,000 |
1 |
$588,945,000 |
4.400% Notes due 2029 |
448055AP8 / US448055AP89 |
$750,000,000 |
2 |
$510,402,000 |
4.450% Notes due 2042 |
15135UAH2 / US15135UAH23 |
$155,264,000 |
3 |
$58,260,000 |
5.200% Notes due 2043 |
15135UAK5 / US15135UAK51 |
$57,726,000 |
4 |
$29,177,000 |
5.375% Notes due 2025 |
15135UAS8 / US15135UAS87 |
$665,674,000 |
5 |
$532,292,000 |
Pool 2 Tender Offers |
6.750% Notes due2039 |
15135UAF6 / US15135UAF66 |
$1,390,534,000 |
$500,000,000 |
1 |
$819,723,000 |
(1) $1,700,000,000 represents the approximate total cash amount,
excluding accrued and unpaid interest, sufficient to accept for
purchase all 4.250% Notes due 2027, 4.400% Notes due 2029, 4.450%
Notes due 2042, 5.200% Notes due 2043 and 5.375% Notes due 2025
validly tendered and not validly withdrawn prior to or at the Early
Tender Date. $500,000,000 represents the maximum aggregate purchase
price payable, excluding accrued and unpaid interest, in respect of
the 6.750% Notes due 2039 in Pool 2 which may be purchased in the
tender offers.(2) Subject to the Maximum Amounts and proration, the
principal amount of each series of Notes that is expected to be
purchased in each tender offer will be determined in accordance
with the applicable Acceptance Priority Level (in numerical
priority order) specified in this column.
The terms and conditions of the tender offers are described in
the Offer to Purchase. Cenovus expects to elect to exercise its
right to make payment on September 13, 2022 (the “Early Settlement
Date”) for Notes validly tendered prior to or at the Early Tender
Date and accepted for purchase. Cenovus intends to fund the
purchase of validly tendered and accepted Notes on the Early
Settlement Date with cash on hand and certain short-term
borrowings.
Because the aggregate principal amount of Pool 1 Notes validly
tendered and not validly withdrawn prior to or at the Early Tender
Date has an aggregate purchase price, excluding accrued and unpaid
interest, that exceeds the Pool 1 Maximum Amount, Cenovus does not
expect to accept for purchase all Pool 1 Notes that have been
validly tendered and not validly withdrawn prior to or at the Early
Tender Date. Rather, subject to the Pool 1 Maximum Amount and the
Acceptance Priority Levels set forth in the table above, in each
case as further described in the Offer to Purchase, Cenovus expects
to accept for purchase all of the 4.250% Notes due 2027, 4.400%
Notes due 2029, 4.450% Notes due 2042, 5.200% Notes due 2043 and
5.375% Notes due 2025 validly tendered and not validly withdrawn
prior to or at the Early Tender Date. Cenovus does not expect to
accept for purchase any 5.400% Notes due 2047. As described further
in the Offer to Purchase, Notes tendered and not accepted for
purchase will be promptly credited to the tendering holder’s
account. Additionally, because the aggregate principal amount of
Pool 1 Notes validly tendered and not validly withdrawn prior to or
at the Early Tender Date has an aggregate purchase price, excluding
accrued and unpaid interest, that exceeds the Pool 1 Maximum
Amount, Cenovus does not expect to accept for purchase any Pool 1
Notes tendered after the Early Tender Date on a subsequent
settlement date. The tender offers for the Pool 1 Notes will expire
at midnight, New York City time, at the end of September 23, 2022,
or any other date and time to which Cenovus extends the applicable
tender offer, unless earlier terminated.
Because the aggregate principal amount of Pool 2 Notes validly
tendered and not validly withdrawn prior to or at the Early Tender
Date has an aggregate purchase price, excluding accrued and unpaid
interest, that exceeds the Pool 2 Maximum Amount, Cenovus does not
expect to accept for purchase all Pool 2 Notes that have been
validly tendered and not validly withdrawn prior to or at the Early
Tender Date. Rather, subject to the Pool 2 Maximum Amount and the
Acceptance Priority Levels set forth in the table above, in each
case as further described in the Offer to Purchase, Cenovus expects
to accept for purchase the 6.750% Notes due 2039 validly tendered
and not validly withdrawn prior to or at the Early Tender Date on a
prorated basis using a proration factor to be announced following
the determination of the Total Consideration. Cenovus does not
expect to accept for purchase any 6.800% Notes due 2037 or 5.250%
Notes due 2037. As described further in the Offer to Purchase,
Notes tendered and not accepted for purchase will be promptly
credited to the tendering holder’s account. Additionally, because
the aggregate principal amount of Pool 2 Notes validly tendered and
not validly withdrawn prior to or at the Early Tender Date has an
aggregate purchase price, excluding accrued and unpaid interest,
that exceeds the Pool 2 Maximum Amount, Cenovus does not expect to
accept for purchase any Pool 2 Notes tendered after the Early
Tender Date on a subsequent settlement date. The tender offers for
the Pool 2 Notes will expire at midnight, New York City time, at
the end of September 23, 2022, or any other date and time to which
Cenovus extends the applicable tender offer, unless earlier
terminated.
The applicable consideration (the “Total Consideration”) offered
per $1,000 principal amount of each series of Notes validly
tendered and accepted for purchase pursuant to the applicable
tender offer will be determined in the manner described in the
Offer to Purchase by reference to the applicable fixed spread for
such Notes plus the applicable yield based on the bid-side price of
the applicable U.S. Treasury Reference Security at 10:00 a.m., New
York City time, on September 12, 2022 (the “Price Determination
Date”). Only holders of Notes who validly tendered and did not
validly withdraw their Notes prior to or at the Early Tender Date
are eligible to receive the applicable Total Consideration, which
is inclusive of the applicable early tender payment, for Notes
accepted for purchase. Holders will also receive accrued and unpaid
interest on Notes validly tendered and accepted for purchase from
the applicable last interest payment date up to, but not including,
the Early Settlement Date.
Promptly after the Price Determination Date, Cenovus will issue
a news release specifying, among other things, (i) the
aggregate principal amount of each series of Notes validly tendered
and not validly withdrawn as of the Early Tender Date and expected
to be accepted for purchase in each tender offer, (ii) the
proration factor for the 6.750% Notes due 2039 and (iii) the Total
Consideration for each series of Notes expected to be accepted for
purchase.
All Notes accepted for purchase will be retired and cancelled
and will no longer remain outstanding obligations of Cenovus.
Cenovus’s obligation to accept for payment and to pay for Notes
validly tendered and not validly withdrawn in the tender offers is
subject to the satisfaction of certain conditions described in the
Offer to Purchase. 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) further increase or decrease either of the Maximum Amounts,
or (iv) otherwise further amend any of the tender offers. Cenovus
may take any action described in clauses (i) through (iv) above
with respect to one or more tender offers without having to do so
for all tender offers.
Information relating to the tender offers BofA
Securities, J.P. Morgan Securities LLC and Mizuho Securities USA
LLC are the lead dealer managers and BMO Capital Markets Corp. and
CIBC World Markets Corp. are the co-dealer managers for the tender
offers. Investors with questions regarding the terms and conditions
of the tender offers may contact BofA Securities at (888) 292-0070
(toll-free) or (980) 387-3907 (collect) or by email at
debt_advisory@bofa.com, J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-3554 (collect) and Mizuho
Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7736
(collect). D.F. King & Co., Inc. is the tender and information
agent for the tender offers. Investors with questions regarding the
procedures for tendering Notes may contact the tender and
information agent by email at cve@dfking.com, or by phone at (212)
269-5550 (for banks and brokers only) or (888) 644-5854 (for all
others, toll-free). Beneficial owners may also contact their
broker, dealer, commercial bank, trust company or other nominee for
assistance.
The full details of the tender offers, including complete
instructions on how to tender Notes, are included in the Offer to
Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they contain important information. The Offer to
Purchase may be downloaded from D.F. King & Co., Inc.’s website
at www.dfking.com/cve or obtained from D.F. King & Co., Inc.,
free of charge, by calling (212) 269-5550 (for banks and brokers
only) or (888) 644-5854 (for all others, toll-free).
This news release does not constitute an offer to purchase, or a
solicitation of an offer to sell, or the solicitation of tenders
with respect to, the Notes. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. The tender offers are being
made solely pursuant to the Offer to Purchase made available to
holders of the Notes. None of Cenovus or its affiliates, their
respective boards of directors, the dealer managers, the tender and
information agent or the trustee with respect to any series of
Notes is making any recommendation as to whether or not holders
should tender or refrain from tendering all or any portion of their
Notes in response to the tender offers. Holders are urged to
evaluate carefully all information in the Offer to Purchase,
consult their own investment and tax advisors and make their own
decisions whether to tender Notes in the tender offers, and, if so,
the principal amount of notes to tender.
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 Cenovus’s current
expectations, estimates and projections about the future, based on
certain assumptions made in light of the company’s 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: the purchase of the Notes and the timing thereof; the
expected sources of funds for the tender offers; the deadlines,
determination dates and settlement dates regarding the tender
offers; increasing or decreasing the Maximum Amounts; the payment
of accrued and unpaid interest; the use of a proration factor in
respect of the 6.750% Notes due 2039; and the series of Notes to be
accepted for purchase pursuant to the tender offers.
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 Notes, the availability of funding for the tender offers
on acceptable terms, 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 (MD&A)
for the year ended December 31, 2021 and in
Cenovus’s MD&A for the three and six months ended
June 30, 2022 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. Cenovus 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 common share purchase
warrants are listed on the Toronto Stock Exchange and the New York
Stock Exchange, and Cenovus’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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Media |
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Media Relations general line |
403-766-7711 |
403-766-7751 |
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