Cenovus Announces Early Tender Results and Increase of its Pending Maximum Tender Offer

Source: www.gulfoilandgas.com 9/23/2021, Location: North America

Cenovus Energy Inc. announced the early tender results of its previously announced cash tender offer (the “Maximum Tender Offer”) and that it has increased the maximum aggregate purchase price for the Maximum Tender Offer from up to a maximum aggregate purchase price of $1,000,000,000 to up to a maximum aggregate purchase price of $1,250,000,000 (such increased aggregate purchase price, the “Maximum Aggregate Purchase Price”) of its outstanding 3.800% Notes due 2023 (the “2023 Notes”), its outstanding 4.000% Notes due 2024 (the “2024 Notes”), its outstanding 5.375% Notes due 2025 (the “2025 Notes”), its outstanding 4.250% Senior Notes due 2027 (the “2027 Notes”) and its outstanding 4.400% Notes due 2029 (the “2029 Notes” and, together with the 2023 Notes, the 2024 Notes, the 2025 Notes and the 2027 Notes, the “Maximum Tender Offer Notes”). Cenovus today also announced that it has eliminated the Series Tender Cap (as defined in the Offer to Purchase dated September 9, 2021 (the “Offer to Purchase”)) for the 2025 Notes. The terms and conditions of the Maximum Tender Offer are described in the Offer to Purchase.

References in this news release to "$" are to United States dollars.

The following table sets forth certain information regarding the Maximum Tender Offer Notes and the Maximum Tender Offer, including the aggregate principal amount of each of the 2023 Notes, the 2024 Notes and the 2025 Notes that was validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 22, 2021 (the “Early Tender Date”), as reported by D.F. King & Co., Inc., the tender and information agent for the Maximum Tender Offer.

The applicable total consideration for the Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will be determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, on September 23, 2021, unless extended or earlier terminated.

Because the aggregate principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date has an aggregate purchase price that exceeds the Maximum Aggregate Purchase Price, Cenovus does not expect to accept for purchase all Maximum Tender Offer Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date. Rather, subject to the Maximum Aggregate Purchase Price and the acceptance priority levels set forth in the table above, in each case as further described in the Offer to Purchase, Cenovus will accept for purchase 2023 Notes, 2024 Notes and 2025 Notes validly tendered and not validly withdrawn before the Early Tender Date. Cenovus expects to accept for purchase 2025 Notes validly tendered and not validly withdrawn before the Early Tender Date on a prorated basis using a proration factor to be announced following the determination of the total consideration for the Maximum Tender Offer Notes. Cenovus expects to accept for purchase all of the 2023 Notes and all of the 2024 Notes validly tendered and not validly withdrawn before the Early Tender Date and does not expect to accept for purchase any 2027 Notes or 2029 Notes. As a result, a holder who validly tenders and does not validly withdraw Maximum Tender Offer Notes pursuant to the Maximum Tender Offer may have all or a portion of its Maximum Tender Offer Notes returned to it.

Holders of Maximum Tender Offer Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, if accepted for purchase, will be eligible to receive the total consideration, which includes an Early Tender Payment of $30 per $1,000 principal amount of Maximum Tender Offer Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by Cenovus. Payments for Maximum Tender Offer Notes accepted for purchase will include accrued and unpaid interest from the last interest payment date applicable to the relevant series of Maximum Tender Offer Notes up to, but excluding, the settlement date for the Maximum Tender Offer Notes that are validly tendered and not validly withdrawn prior to or at the Early Tender Date (the “Maximum Tender Early Settlement Date”). It is anticipated that the Maximum Tender Early Settlement Date will be September 24, 2021.

The Maximum Tender Offer will expire at midnight, New York City time, at the end of October 6, 2021 (the “Maximum Tender Expiration Date”), unless extended or earlier terminated. Because the Maximum Tender Offer has been fully subscribed as of the Early Tender Date, holders who tender Maximum Tender Offer Notes after the Early Tender Date will not have any of their Maximum Tender Offer Notes accepted for purchase, unless Cenovus elects to increase or eliminate the Maximum Aggregate Purchase Price. Any Maximum Tender Offer Notes tendered after the Early Tender Date, together with any Maximum Tender Offer Notes tendered at or prior to the Early Tender Date but not accepted for purchase by Cenovus, will be returned to the holders thereof as described in the Offer to Purchase.

The withdrawal deadline for the Maximum Tender Offer was 5:00 p.m., New York City time, on September 22, 2021 and has not been extended. Accordingly, previously tendered Maximum Tender Offer Notes and Maximum Tender Offer Notes tendered after such withdrawal deadline may not be withdrawn, subject to applicable law.

Cenovus’s obligation to accept for payment and to pay for the Maximum Tender Offer Notes validly tendered and not validly withdrawn in the Maximum Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Maximum Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of Maximum Tender Offer Notes, subject to applicable law. Cenovus reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Maximum Tender Offer, (ii) extend or terminate the Maximum Tender Offer, (iii) increase, decrease or eliminate the Maximum Aggregate Purchase Price and/or any Series Tender Cap or (iv) otherwise amend the Maximum 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 Maximum Tender Offer. Cenovus has retained D.F. King & Co., Inc. as the tender and information agent for the Maximum Tender Offer. For additional information regarding the terms of the Maximum 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) 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 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 Maximum Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.


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