Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced that it
has commenced a consent solicitation (the “Consent Solicitation”)
with respect to a proposed amendment to the pledge agreement (the
“2037 Notes Pledge Agreement”) in respect of Cenovus’s outstanding
6.80% Notes due 2037 (the “2037 Notes”). The 2037 Notes were issued
under an indenture, dated as of September 11, 2007 (as supplemented
and amended, the “Indenture”) between Cenovus (as successor by
amalgamation to Husky Energy Inc. (“Husky”)) and Wells Fargo Bank,
National Association (as successor trustee to The Bank of Nova
Scotia Trust Company of New York) (the “Trustee”). The Indenture
also governs the outstanding 4.40% Notes due 2029 (the “2029
Notes”), 4.00% Notes due 2024 (the “2024 Notes”) and 3.95% Notes
due 2022 (the “2022 Notes”) of Cenovus (in each case, originally
issued by Husky).
The Consent Solicitation will expire at 5:00 p.m., New
York City time, on April 20, 2021 (as such date may be
extended or terminated early by Cenovus in its sole discretion)
(the “Expiration Time”). Cenovus, in its sole discretion, may
terminate the Consent Solicitation, without the obligation to make
any cash payments, at any time prior to the Effective Time (as
defined below), whether or not the Requisite Consents (as defined
below) have been received. Except for the Proposed
Amendment, all of the existing terms of the 2037 Notes, the
Indenture and the 2037 Notes Pledge Agreement will remain
unchanged.
Consent SolicitationSubject to the terms and
conditions described in the Solicitation Materials (as defined
below), Cenovus is soliciting consents from the holders of the 2037
Notes as of the Record Date (as defined in Cenovus’s Consent
Solicitation Statement, dated April 12, 2021) (“Holders”) to
conform the 2037 Notes Pledge Agreement to the pledge agreements in
respect of the 2029 Notes and the 2024 Notes (the “Proposed
Amendment”).
Cenovus is offering to pay Holders who validly deliver and do
not validly revoke their consent to the Proposed Amendment, in the
manner described in the Solicitation Materials on or prior to the
Expiration Time, the cash payment equal to the amount set forth
below per $1,000 principal amount of the 2037 Notes held by such
Holders, subject to the satisfaction or waiver of certain
conditions, including the receipt of valid consents of a majority
in aggregate principal amount of the 2037 Notes (the “Requisite
Consents”). The 2037 Notes are currently rated Baa3 with a negative
outlook and BBB- with a stable outlook by Moody’s and S&P
Global Ratings, respectively. Cenovus does not expect that the
Proposed Amendment will affect these ratings.
Series of Notes |
CUSIP/ ISIN Number |
Outstanding Aggregate Principal Amount |
Consent Payment |
6.80% Notes due 2037 |
CUSIP: 448055AD5ISIN: US448055AD59 |
$386,773,000 |
$1.00 per $1,000 principal amount of the 2037 Notes |
No Consents are being solicited from holders of the 2029 Notes,
the 2024 Notes or the 2022 Notes, and the Proposed Amendment will
not have an effect on any of these series of notes.
Cenovus anticipates that, promptly after receipt of the
Requisite Consents at or prior to the Expiration Time, it will give
notice to the Trustee that the Requisite Consents have been
obtained and Cenovus, Husky Oil Limited Partnership and Husky Oil
Operations Limited will execute an amendment to the 2037 Notes
Pledge Agreement to give effect to the Proposed Amendment (such
time, the “Effective Time”). The Proposed Amendment will become
operative at the Effective Time and Holders will not be able to
revoke their Consents after the Effective Time. Holders should note
that the Effective Time may be prior to the Expiration Time and
Holders will not be given prior notice of such Effective Time.
This news release does not set forth all of the terms and
conditions of the Consent Solicitation. Holders of the 2037 Notes
should carefully read Cenovus’s Consent Solicitation Statement,
dated April 12, 2021, and any accompanying materials (collectively,
the “Solicitation Materials”), for a complete description of all
terms and conditions before making any decision with respect to the
Consent Solicitation. None of Cenovus, the Trustee, the
solicitation agent or the information and tabulation agent makes
any recommendation as to whether Holders should deliver Consents to
the Proposed Amendment. Additional information concerning
the terms and conditions of the Consent Solicitation, and the
procedure for delivering consents, may be obtained from the
solicitation agent, J.P. Morgan Securities LLC, at (866) 834-4666
(toll-free) or (212) 834-3424 (collect). Copies of the Solicitation
Materials may be obtained from the information and tabulation
agent, Ipreo LLC, by calling (888) 593-9546 (toll-free) for banks
and brokers or by email at
ipreo-consentSolicitation@ihsmarkit.com.
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
2037 Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Proposed Amendment or
any securities. The solicitation of consents by Cenovus is being
made only pursuant to the Solicitation Materials. The Consent
Solicitation is not being made in any jurisdiction in which, or to
or from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign securities or “blue
sky” laws.
References in this news release to "dollars" or "$" are to
United States dollars.
ADVISORYForward-looking
InformationThis 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 “anticipates”, “expect”, “may”, “will”, or similar
expressions and includes suggestions of future outcomes, including
statements about: receipt of the Requisite Consents, and the
execution of an amendment to the 2037 Notes Pledge Agreement to
give effect to the Proposed Amendment.
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: satisfaction or waiver of the conditions
of the Consent Solicitation, including the receipt of the Requisite
Consents.
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 of
the financial and operating results for the year ended December 31,
2020 and the risk factors set forth under the heading “Risk
Factors” in Cenovus’s Annual Information Form, 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:Investor
RelationsInvestor Relations general
line403-766-7711 |
Media RelationsMedia Relations general
line403-766-7751 |
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