Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced today that it
has commenced cash tender offers (the “Tender Offers”) for up to
US$500 million aggregate principal amount (the “Maximum Amount”) of
its 4.450% Notes due 2042, 5.200% Notes due 2043, 3.000% Notes due
2022, 4.250% Notes due 2027, 5.250% Notes due 2037, 5.400% Notes
due 2047 and 3.800% Notes due 2023 (collectively, the “Notes”). The
Tender Offers are being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 4, 2019
(as amended or supplemented from time to time, the “Offer to
Purchase”) and related Letter of Transmittal (the “Letter of
Transmittal”). The Tender Offers are open to all registered holders
(individually, a “Holder” and collectively, the “Holders”) of the
Notes.
The Tender Offers support Cenovus’s continued focus on
deleveraging its balance sheet. Debt reduction continues to be a
top priority for Cenovus in 2019 after funding its sustaining
capital requirements and maintaining its current dividend level. As
a result of the company’s recent strong operating and financial
performance, Cenovus plans to use internally generated cash for
these Tender Offers.
Notes validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on June 17, 2019 (the “Early Tender
Date”) will be eligible to receive the applicable Total
Consideration (as defined in the Offer to Purchase), which includes
the applicable Early Tender Payment (as defined in the Offer to
Purchase). The applicable Total Consideration per US$1,000
principal amount of the Notes will be an amount based on the yield
to maturity of the U.S. Treasury reference securities specified in
the table below (the “UST Reference Security”), as determined at
10:00 a.m., New York City time, on June 18, 2019 (unless otherwise
extended as described in the Offer to Purchase), plus a fixed
spread, calculated in accordance with the Offer to Purchase.
Notes validly tendered after the Early Tender Date but at or
prior to 12:00 midnight, New York City time, at the end of the day
on July 1, 2019 (the “Expiration Date”) will be eligible to receive
the applicable tender offer consideration (the “Tender Offer
Consideration”), which is the applicable Total Consideration minus
the applicable Early Tender Payment specified in the table
below.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders of Notes accepted for
purchase will receive accrued and unpaid interest on those Notes
from the last interest payment date with respect to those Notes to,
but not including, the Early Settlement Date (as defined in the
Offer to Purchase, and which may occur as early as June 19, 2019)
or the Final Settlement Date (as defined in the Offer to Purchase,
and which is expected to occur on July 3, 2019), as applicable.
Certain details regarding the Tender Offers are set forth in the
table below:
Title ofNotes |
CUSIP/ISIN |
Principal AmountOutstanding |
AcceptancePriorityLevel |
USTReferenceSecurity |
BloombergReferencePage |
FixedSpread(bps) |
EarlyTenderPayment(1) |
Hypothetical TotalConsideration(2) |
4.450% Notesdue 2042 |
15135UAH2/US15135UAH23 |
US$673,825,000 |
1 |
3.000%UST due2/15/2049 |
PX1 |
230 |
US$30.00 |
US$944.27 |
5.200% Notesdue 2043 |
15135UAK5/US15135UAK51 |
US$300,174,000 |
2 |
3.000%UST due2/15/2049 |
PX1 |
265 |
US$30.00 |
US$999.64 |
3.000% Notesdue 2022 |
15135UAG4/US15135UAG40 |
US$500,000,000 |
3 |
2.125%UST due5/15/2022 |
PX1 |
90 |
US$30.00 |
US$1,007.41 |
4.250% Notesdue 2027 |
15135UAL3/US15135UAL35;15135UAM1/US15135UAM18;C23555AF9/USC23555AF96 |
US$961,851,000 |
4 |
2.375%UST due5/15/2029 |
PX1 |
190 |
US$30.00 |
US$1,015.99 |
5.250% Notesdue 2037 |
15135UAP4/US15135UAP49;15135UAN9/US15135UAN90;C23555AG7/USC23555AG79 |
US$641,502,000 |
5 |
3.000%UST due2/15/2049 |
PX1 |
263 |
US$30.00 |
US$1,007.75 |
5.400% Notesdue 2047 |
15135UAQ2/US15135UAQ22;15135UAR0/US15135UAR05;C23555AH5/USC23555AH52 |
US$831,665,000 |
6 |
3.000%UST due2/15/2049 |
PX1 |
275 |
US$30.00 |
US$1,014.09 |
3.800% Notesdue 2023 |
15135UAJ8/US15135UAJ88 |
US$450,000,000 |
7 |
2.000%UST due5/31/2024 |
PX1 |
120 |
US$30.00 |
US$1,026.94 |
1 Per US$1,000 principal amount of
Notes tendered and accepted for purchase at or prior to the Early
Tender Date.2 Per US$1,000 principal amount and
includes the Early Tender Payment. See Annexes A and B to the Offer
to Purchase for more information on the calculation of the Total
Consideration for the Notes, including the calculations of the
hypothetical Total Consideration for such Notes.
Holders who tender their Notes at or prior to 5:00 p.m., New
York City time, on June 17, 2019 (such date and time, as it may be
extended, the “Withdrawal Deadline”) may withdraw such tendered
Notes at any time at or prior to the Withdrawal Deadline. Following
the Withdrawal Deadline, Holders who have tendered their Notes
(whether before, on or after the Withdrawal Deadline) may not
withdraw such Notes unless Cenovus is required to extend withdrawal
rights under applicable law. Acceptance of tendered Notes will be
purchased based on the acceptance priority levels applicable to the
relevant series and may be subject to proration, in each case as
described in the Offer to Purchase. Cenovus reserves the right, but
is not obligated, to increase the Maximum Amount without extending
withdrawal rights, subject to compliance with applicable law.
Cenovus expressly reserves the right, in its sole discretion,
subject to applicable law, to amend or terminate the Tender Offers
at any time. The Tender Offers are not conditioned on any minimum
principal amount of Notes being tendered, but the Tender Offers are
subject to certain general conditions as described in the Offer to
Purchase.
Cenovus has retained Barclays Capital Inc. and MUFG Securities
Americas Inc. to act as Dealer Managers for the Tender Offers. D.F.
King & Co., Inc. has been retained to act as the Tender and
Information Agent for the Tender Offers. For additional information
regarding the terms of the Tender Offers, please contact Barclays
Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581
(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 Notes may be directed to D.F.
King & Co., Inc. either by email at cve@dfking.com, or by phone
(212) 269-5550 (for banks and brokers only) or (866) 796-7182 (for
all others toll free).
This news release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, 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 and the related Letter of Transmittal made available to
Holders of the Notes. None of Cenovus, the Dealer Managers, the
Tender and Information Agent or the trustee with respect to the
Notes, or any of their respective affiliates, 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 and the related
Letter of Transmittal, consult their own investment and tax
advisers and make their own decisions whether to tender Notes in
the Tender Offers, and, if so, the principal amount of Notes to
tender.
Forward-Looking Information
This document contains certain forward-looking statements and
other information (collectively “forward-looking information”)
about Cenovus’s current expectations, estimates and projections,
made in light of the company’s experience and perception of
historical trends. Forward-looking statements include statements
regarding the terms and timing for completion of the Tender Offers,
including the acceptance for purchase of any Notes validly tendered
and the expected Early Tender Date, Expiration Date and the Early
Settlement Date and the Final Settlement Date; the potential
increase to the Maximum Amount; the satisfaction or waiver of
certain conditions of the Tender Offers; and Cenovus’s plan to use
internally generated cash for these Tender Offers. Forward-looking
information in this document is identified by words such as
“believe”, “expect”, “plan”, “should”, “potential”, “capacity”,
“strategy”, “target”, “focus” or similar expressions and includes
suggestions of future outcomes, including statements about
Cenovus’s strategy.
Readers are cautioned not to place undue reliance on
forward-looking information as the company’s actual results may
differ materially from those expressed or implied.
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. The factors or assumptions on
which the forward-looking information is based include: the
successful and timely completion of the Tender Offers, and other
risks and uncertainties described from time to time in the filings
Cenovus makes with securities regulatory authorities.
Readers are cautioned that the foregoing lists are not
exhaustive and are made as at the date hereof. For a full
discussion of Cenovus’s material risk factors, see “Risk Management
and Risk Factors” in Cenovus’s most recent annual and quarterly
Management’s Discussion & Analysis (MD&A), and risk factors
described in other documents Cenovus files from time to time with
securities regulatory authorities, all of which are available on
SEDAR at sedar.com and EDGAR at sec.gov.
Cenovus Energy Inc.Cenovus Energy Inc. is a
Canadian integrated oil and natural gas company. It is committed to
maximizing value by responsibly developing its assets in a safe,
innovative and efficient way. Operations include oil sands projects
in northern Alberta, which use specialized methods to drill and
pump the oil to the surface, and established natural gas and oil
production in Alberta and British Columbia. The company also has
50% ownership in two U.S. refineries. Cenovus shares trade under
the symbol CVE, and are listed on the Toronto and New York stock
exchanges.
CENOVUS
CONTACTS: Investor
RelationsInvestor Relations general
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Franklin Senior Media Advisor
403-766-7264 Media
Relations general line403-766-7751 |
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