Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced the
early tender results of its previously announced cash tender offer
(the “Maximum Tender Offer”) and that it has increased the maximum
aggregate purchase price for the Maximum Tender Offer from up to a
maximum aggregate purchase price of $1,000,000,000 to up to a
maximum aggregate purchase price of $1,250,000,000 (such increased
aggregate purchase price, the “Maximum Aggregate Purchase Price”)
of its outstanding 3.800% Notes due 2023 (the “2023 Notes”), its
outstanding 4.000% Notes due 2024 (the “2024 Notes”), its
outstanding 5.375% Notes due 2025 (the “2025 Notes”), its
outstanding 4.250% Senior Notes due 2027 (the “2027 Notes”) and its
outstanding 4.400% Notes due 2029 (the “2029 Notes” and, together
with the 2023 Notes, the 2024 Notes, the 2025 Notes and the 2027
Notes, the “Maximum Tender Offer Notes”). Cenovus today also
announced that it has eliminated the Series Tender Cap (as defined
in the Offer to Purchase dated September 9, 2021 (the “Offer to
Purchase”)) for the 2025 Notes. The terms and conditions of the
Maximum Tender Offer are described in the Offer to Purchase.
References in this news release to "$" are to United States
dollars.
The following table sets forth certain information regarding the
Maximum Tender Offer Notes and the Maximum Tender Offer, including
the aggregate principal amount of each of the 2023 Notes, the 2024
Notes and the 2025 Notes that was validly tendered and not validly
withdrawn at or prior to 5:00 p.m., New York City time, on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.
Title of Security |
CUSIP/ISIN |
Initial Principal Amount |
Acceptance Priority Level |
Aggregate Principal Amount Tendered as of the Early Tender
Date |
3.800% Notes due 2023 |
15135UAJ8/US15135UAJ88 |
$450,000,000 |
1 |
$334,712,000 |
4.000% Notes due 2024 |
448055AK9/US448055AK92 |
$750,000,000 |
2 |
$481,224,000 |
5.375% Notes due 2025 |
15135UAS8/US15135UAS87 |
$1,000,000,000 |
3 |
$747,727,000 |
The applicable total consideration for the Maximum Tender Offer
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date and accepted for purchase will be determined in
the manner described in the Offer to Purchase at 10:00 a.m., New
York City time, on September 23, 2021, unless extended or earlier
terminated.
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 and the acceptance priority levels 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 to be
announced following the determination of the total consideration
for the Maximum Tender Offer Notes. 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.
Holders of Maximum Tender Offer Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date, if accepted
for purchase, will be eligible to receive the total consideration,
which includes an Early Tender Payment of $30 per $1,000 principal
amount of Maximum Tender Offer Notes validly tendered and not
validly withdrawn by such holders and accepted for purchase by
Cenovus. Payments for Maximum Tender Offer 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
the 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: the purchase of the securities; the deadlines, determination
dates and settlement dates specified herein in regards to the
Maximum Tender Offer; increasing, decreasing or eliminating the
Maximum Aggregate Purchase Price and/or any Series Tender Cap; 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.
Find Cenovus on Facebook, Twitter, LinkedIn, YouTube and
Instagram.
Cenovus contacts:
Investors |
Media |
Investor Relations general line |
Media Relations general line |
403-766-7711 |
403-766-7751 |
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