Cenovus announces the Pricing Terms of its Pending Any and All Tender Offer
September 15 2021 - 3:04PM
Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced the
pricing terms of its previously announced cash tender offer (the
“Any and All Tender Offer”) for any and all of its outstanding
3.950% Notes due 2022 and its outstanding 3.000% Notes due 2022
(collectively, the “Any and All Notes”). The terms and conditions
of the Any and All Tender Offer are described in the Offer to
Purchase, dated September 9, 2021 (the “Offer to Purchase”). The
Any and All Tender Offer will expire at 5:00 p.m., New York City
time, today, September 15, 2021, unless extended or earlier
terminated.
References in this news release to "$" are to United States
dollars.
The applicable Reference Yield, Repurchase Yield and Total
Consideration (each as defined more fully in the Offer to Purchase)
with respect to the Any and All Tender Offer are detailed in the
table below.
Title ofSecurity |
CUSIP/ISIN |
InitialPrincipalAmount |
U.S. TreasuryReferenceSecurity |
ReferenceYield |
FixedSpread |
RepurchaseYield |
TotalConsideration(a) |
3.950%Notes due2022 |
448055AJ2/US448055AJ20 |
$500,000,000 |
2.25% USTdue4/15/2022 |
0.064% |
+25 bps |
0.314% |
$1,021.07 |
3.000%Notes due2022 |
15135UAG4/US15135UAG40 |
$500,000,000 |
1.5% USTdue8/15/2022 |
0.083% |
+20 bps |
0.283% |
$1,024.78 |
(a) Per $1,000 principal amount.
Upon consummation of the Any and All Tender Offer, Cenovus will
pay the applicable Total Consideration (as shown in the table above
for each series of Any and All Notes) for each $1,000 principal
amount of such series of Any and All Notes validly tendered and
accepted for payment, plus accrued and unpaid interest up to, but
not including, September 16, 2021, the expected settlement date for
the Any and All Tender Offer. The Total Consideration was
calculated in the manner described in the Offer to Purchase by
reference to a fixed spread specified in the table above plus the
yield to maturity date based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the table
above at 2:00 p.m., New York City time, on September 15, 2021.
To receive the Total Consideration, holders of Any and All Notes
must validly tender and not validly withdraw their Any and All
Notes or timely comply with the guaranteed delivery procedures set
forth in the Offer to Purchase prior to the expiration of the Any
and All Tender Offer. Any and All Notes tendered may be withdrawn
at any time prior to the expiration of the Any and All Tender
Offer, by following the procedures described in the Offer to
Purchase. Holders of Any and All Notes are urged to read carefully
the Offer to Purchase before making any decision with respect to
the Any and All Tender Offer.
Cenovus’s obligation to accept for payment and to pay for the
Any and All Notes validly tendered in the Any and All Tender Offer
is subject to the satisfaction or waiver of a number of conditions
described in the Offer to Purchase. The Any and All Tender Offer
may be terminated or withdrawn in whole or terminated or withdrawn
with respect to any series of the Any and All Notes, subject to
applicable law. Cenovus reserves the right, subject to applicable
law, to (i) waive any and all conditions to the Any and All Tender
Offer, (ii) extend or terminate the Any and All Tender Offer, or
(iii) otherwise amend the Any and All 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 Any and All Tender Offer. Cenovus has retained
D.F. King & Co., Inc. as the tender and information agent for
the Any and All Tender Offer. For additional information regarding
the terms of the Any and All 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) 834-3424 (collect) or (212) 405-7481 (toll free). 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 Any and All 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”, or “will”, or similar expressions and includes
suggestions of future outcomes, including statements about: the
purchase of the securities and the deadlines and settlement dates
specified herein in regards to the Any and All Tender Offer; and
the payment of accrued and unpaid interest.
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 Any and All Notes, the expiration and settlement of the
Any and All Tender Offer, the satisfaction of conditions to the Any
and All Tender Offer, whether the Any and All Tender Offer 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, 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.
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Cenovus contacts:
Investors |
Media |
Investor Relations general line |
Media Relations general line |
403-766-7711 |
403-766-7751 |
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