Cenovus announces pricing for cash tender offers
June 18 2019 - 6:24PM
Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) has determined the
pricing for the previously announced cash tender offers (the
“Tender Offers”) for up to US$748,009,000 aggregate principal
amount (the “Revised 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 were made
to all registered holders (individually, a “Holder” and
collectively, the “Holders”) of the Notes 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” and, together with the Offer to Purchase, the
“Offer Documents”).
Cenovus will pay Holders who validly tendered and did not
validly withdraw their Notes at or prior to 5:00 p.m. New York City
time, on June 17, 2019 (the “Early Tender Date”) the Total
Consideration specified in the table below for Notes accepted for
purchase, plus 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 below). The Total
Consideration was determined in the manner described in the Offer
Documents 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, plus a fixed spread, calculated in
accordance with the Offer Documents.
The Total Consideration to be paid for the 4.450% Notes due 2042
and 5.200% Notes due 2043 accepted for purchase is set forth in the
table below.
Title ofNotes |
CUSIP/ISIN |
PrincipalAmountOutstanding |
USTReferenceSecurity |
AcceptancePriorityLevel |
ReferenceYield |
FixedSpread(bps) |
TotalConsideration1 |
4.450% Notesdue 2042 |
15135UAH2/US15135UAH23 |
US$673,825,000 |
3.000% UST due2/15/2049 |
1 |
2.560% |
230 |
US$943.21 |
5.200% Notesdue 2043 |
15135UAK5/US15135UAK51 |
US$300,174,000 |
3.000% UST due2/15/2049 |
2 |
2.560% |
265 |
US$998.55 |
1Per US$1,000 principal amount and includes the
Early Tender Payment of US$30.00 per US$1,000 principal amount
of Notes for each Series.
Settlement for Notes that were validly tendered (and not validly
withdrawn) on or before the Early Tender Date and that are accepted
for purchase will occur on the “Early Settlement Date”, which will
be determined at Cenovus’s option and is currently expected to
occur on June 19, 2019, subject to all conditions to the Tender
Offers having been either satisfied or waived by Cenovus. As the
Tender Offers were fully subscribed as of the Early Tender Date,
Holders who validly tender Notes after such date and on or before
the Expiration Date (as defined in the Offer Documents) will not
have any of their Notes accepted for purchase. Since the Withdrawal
Deadline (as defined in the Offer Documents) has passed, Notes
tendered pursuant to the Tender Offers may no longer be withdrawn,
except as required by law.
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. (“DF King”) 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 DF King 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 Settlement Date and the Expiration Date; and
the satisfaction or waiver of certain conditions of the 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.
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