CALGARY, Alberta – Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced it has commenced tender offers (each individually, with respect to a series of notes, a “Tender Offer”, and collectively, the “Tender Offers”) to purchase for cash (1) any and all of its outstanding 3.950% Notes due 2022 and its outstanding 3.000% Notes due 2022 (the “Any and All Tender Offer” and such notes, collectively, the “Any and All Notes”) and (2) up to a maximum aggregate purchase price of $1,000,000,000 (such aggregate purchase price, the “Maximum Aggregate Purchase Price”) of its outstanding 3.800% Notes due 2023, its outstanding 4.000% Notes due 2024, its outstanding 5.375% Notes due 2025, its outstanding 4.250% Senior Notes due 2027 and its outstanding 4.400% Notes due 2029 (the “Maximum Tender Offer” and such notes, collectively, the “Maximum Tender Offer Notes”, and the Maximum Tender Offer Notes together with the Any and All Notes, the “Securities”), subject to the acceptance priority levels and the Series Tender Caps (as defined below) noted in the second table below.
References in this news release to “$” are to United States dollars.
Any and All of the Outstanding Securities Listed Below
Title of Security | CUSIP/ISIN | Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread | |
3.950% Notes due 2022 | 448055AJ2/ US448055AJ20 |
$500,000,000 | 2.25% UST due 4/15/2022 | FIT3 | +25 bps | |
3.000% Notes due 2022 | 15135UAG4/ US15135UAG40 |
$500,000,000 | 1.5% UST due 8/15/2022 | FIT3 | +20 bps |
Up to the Maximum Aggregate Purchase Price of the Outstanding Securities Listed Below
Title of Security | CUSIP/ISIN | Principal Amount Outstanding |
Acceptance Priority Level(a) |
Series Tender Cap(a) |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread | Early Tender Payment (b) (c) |
||
3.800% Notes due 2023 | 15135UAJ8/ US15135UAJ88 |
$450,000,000 | 1 | N/A | 0.125% UST due 8/31/2023 | FIT1 | +35 bps | $30 | ||
4.000% Notes due 2024 | 448055AK9/ US448055AK92 |
$750,000,000 | 2 | N/A | 0.375% UST due 8/15/2024 | FIT1 | +35 bps | $30 | ||
5.375% Notes due 2025 | 15135UAS8/ US15135UAS87 |
$1,000,000,000 | 3 | $300,000,000 | 0.75% UST due 8/31/2026 | FIT1 | +45 bps | $30 | ||
4.250% Senior Notes due 2027 |
15135UAL3/ US15135UAL35; 15135UAM1/ US15135UAM18 (144A); C23555AF9/ USC23555AF96 (Reg S) |
$961,851,000 | 4 | $200,000,000 | 0.75% UST due 8/31/2026 | FIT1 | +105 bps | $30 | ||
4.400% Notes due 2029 |
448055AP8/ US448055AP89 |
$750,000,000 | 5 | N/A | 1.25% UST due 8/15/2031 | FIT1 | +110 bps | $30 |
(a) The offers with respect to the Maximum Tender Offer Notes are subject to the Maximum Aggregate Purchase Price of $1,000,000,000. The offers with respect to Maximum Tender Offer Notes with acceptance priority levels 3 and 4 are each individually subject to an aggregate principal amount sublimit of $300,000,000 and $200,000,000, respectively (each, a “Series Tender Cap”). All references to the aggregate purchase price herein include the applicable Total Consideration (as defined below) or Late Tender Offer Consideration (as defined below), as applicable, and exclude applicable unpaid accrued interest and fees and expenses related to the Tender Offers. Subject to the terms and conditions set forth in the Offer to Purchase (as defined below), Cenovus will purchase Maximum Tender Offer Notes having an aggregate purchase price up to the Maximum Aggregate Purchase Price, subject to the acceptance priority levels and the Series Tender Caps set forth in the second table above. Subject to applicable law, Cenovus reserves the right, but is under no obligation, to increase, decrease or eliminate the Maximum Aggregate Purchase Price and/or any Series Tender Cap, in either case, at any time and in its sole discretion.
(b) Per $1,000 principal amount.
(c) The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable fixed spread and is inclusive of the Early Tender Payment.
The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on September 15, 2021, unless extended or earlier terminated (the “Any and All Expiration Date”). Holders of the Any and All Notes must validly tender and not validly withdraw their Any and All Notes prior to or at the Any and All Expiration Date to be eligible to receive the applicable Total Consideration for such Any and All Notes.
The Maximum Tender Offer will expire at midnight, New York City time, at the end of October 6, 2021, unless extended or earlier terminated (the “Maximum Tender Expiration Date”). Holders of the Maximum Tender Offer Notes must validly tender and not validly withdraw their Maximum Tender Offer Notes prior to or at 5:00 p.m., New York City time, on September 22, 2021, unless extended or earlier terminated (the “Early Tender Date”), to be eligible to receive the applicable Total Consideration for such Maximum Tender Offer Notes, which is inclusive of an amount in cash equal to the applicable amount set forth in the second table above under the heading “Early Tender Payment” (the “Early Tender Payment”). Holders of the Maximum Tender Offer Notes who validly tender their Maximum Tender Offer Notes after the Early Tender Date but prior to or at the Maximum Tender Expiration Date will be eligible to receive the applicable Total Consideration for such Maximum Tender Offer Notes minus the Early Tender Payment (the “Late Tender Offer Consideration”).
All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will be accepted based on the acceptance priority levels noted in the second table above and will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date (subject to any applicable Series Tender Cap), regardless of the acceptance priority levels of the Maximum Tender Offer Notes tendered after the Early Tender Date. Subject to applicable law, Cenovus may increase, decrease or eliminate the Maximum Aggregate Purchase Price and/or any Series Tender Cap, in either case, at any time and in its sole discretion.
The applicable consideration (the “Total Consideration”) payable for each $1,000 principal amount of each series of Securities validly tendered and accepted for payment pursuant to the Any and All Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Security specified in the tables above plus the applicable yield to maturity date based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the applicable table above, calculated as of 2:00 p.m., New York City time, on September 15, 2021, unless extended or earlier terminated. The applicable Total Consideration payable for each $1,000 principal amount of each series of Securities validly tendered prior to or at the Early Tender Date and accepted for payment pursuant to the Maximum Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Security specified in the tables above plus the applicable yield to par call date based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the applicable table above, calculated as of 10:00 a.m., New York City time, on September 23, 2021, unless extended or earlier terminated. In addition to the Total Consideration, Cenovus will also pay accrued and unpaid interest on Securities purchased up to, but not including, the applicable settlement date. The settlement date for the Any and All Tender Offer will occur promptly after the Any and All Expiration Date and is expected to be September 16, 2021. The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for payment on the Early Tender Date will occur promptly after the Early Tender Date and is expected to be September 24, 2021. The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for payment after the Early Tender Date will occur promptly after the Maximum Tender Expiration Date and is expected to be October 8, 2021.
Any and All Notes tendered pursuant to the Any and All Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on September 15, 2021, and Maximum Tender Offer Notes tendered pursuant to the Maximum Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on September 22, 2021 (such dates and times, as they may be extended with respect to the Any and All Notes or a series of Maximum Tender Offer Notes, the applicable “Withdrawal Deadline”).
After the applicable Withdrawal Deadline, you may not withdraw your tendered Securities unless Cenovus amends the applicable Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended as Cenovus determines, to the extent required by law (as determined by Cenovus), appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, Cenovus, in its sole discretion, may extend a Withdrawal Deadline for any purpose. If a custodian bank, broker, dealer, commercial bank, trust company or other nominee holds your Securities, such nominee may have an earlier deadline or deadlines for receiving instructions to withdraw tendered Securities.
The Tender Offers are being made pursuant to an Offer to Purchase, dated September 9, 2021 (the “Offer to Purchase”), which sets forth a more detailed description of the Tender Offers. Holders of the Securities are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offers.
Cenovus’s obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition. The Tender Offers may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Securities, subject to applicable law. Cenovus reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase, decrease or eliminate the Maximum Aggregate Purchase Price and/or any Series Tender Cap or (iv) otherwise amend any of the Tender Offers 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 Tender Offers. Cenovus has retained D.F. King & Co., Inc. as the tender and information agent for the Tender Offers. For additional information regarding the terms of the Tender Offers, 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 at www.dfking.com/cve 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 Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.