Suncor Energy Inc. announced offers to purchase for cash any and all of the ten series of outstanding notes described below (“Notes”), up to a maximum C$1,750,000,000 aggregate amount of Total Consideration (as defined below), on the terms and conditions set forth in the Offer to Purchase dated September 26, 2022 (the “Offer to Purchase”). The Offer to Purchase and the related Notice of Guaranteed Delivery can be accessed at the following website: https://www.gbsc-usa.com/suncor. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
For Holders of Notes who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date which is expected to be 5:00 p.m., New York City time, on October 6, 2022.
The “Settlement Date” will be the third business day after the Expiration Date and the first business day after the Guaranteed Delivery Date and is expected to be October 7, 2022.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the Total Consideration described in the notes to the table immediately above for each US$1,000 or C$1,000, as applicable, principal amount of such Notes in cash on the Settlement Date. On the Price Determination Date, unless extended with respect to any of the Offers, the Offerors will issue a news release specifying, among other things, the Total Consideration for each series of Notes validly tendered and accepted.
In addition to the Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers.
Terms of the Offers
The Offerors’ obligation to accept for payment and to pay for Notes of any series validly tendered in the Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including that the Aggregate Purchase Consideration for Notes purchased in the Offers not exceed C$1,750,000,000, and on the applicable Maximum Purchase Consideration being sufficient to pay the Total Consideration for all validly tendered Notes of such series. For purposes of calculating the portion of the Aggregate Purchase Consideration attributable to each series of U.S. Notes, the aggregate principal amount of U.S. Notes tendered in the applicable Offer shall be converted to Canadian dollars based on the exchange rate of one U.S. dollar for Canadian dollars, as shown on the FXC page displayed on the Bloomberg Pricing Monitor at 2:00 p.m., New York City time, on the Price Determination Date. As a result, no series will be subject to pro-ration in the amount accepted. The Offerors reserve the right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend or terminate any or all of the Offers; (iii) increase or decrease the Maximum Purchase Consideration; or (iv) otherwise amend the Offers in any respect.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the Notes listed above as to when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or, where revocation is permitted, timely revoke their instruction to participate in the Offers. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase and the related Notice of Guaranteed Delivery, as applicable.
CIBC World Markets Corp., CIBC World Markets Inc. (solely with respect to the Offers for the C$ Notes) (together, “CIBC”), J.P. Morgan Securities LLC, J.P. Morgan Securities Canada Inc. (solely with respect to the Offers for the C$ Notes) (together, “J.P. Morgan”), RBC Capital Markets, LLC, RBC Dominion Securities Inc. (solely with respect to the Offers for the C$ Notes) (together, “RBC”), TD Securities (USA) LLC and TD Securities Inc. (solely with respect to the Offers for the C$ Notes) (together, “TD Securities”) are acting as the Joint-Lead Dealer Managers for the Offers. For additional information regarding the terms of the Offers, please contact CIBC at (800) 282-0822 (toll free) or (212) 455-6427 (collect), J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-2064 (collect), RBC at (877) 381-2099 (toll free), (212) 618-7843 (collect U.S.) or (416) 842-6311 (collect Canada), or TD Securities at (866) 584-2096 (toll free), (212) 827-2842 (collect U.S.) or (416) 982-2243 (collect Canada). Global Bondholder Services Corporation will act as the information agent and the tender agent for the Offers for the US$ Notes.
Computershare Investor Services Inc. will act as the tender agent for the Offers for the C$ Notes. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase or Notice of Guaranteed Delivery may be directed to Global Bondholder Services Corporation at (855) 654-2014 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Offer to Purchase and the Notice of Guaranteed Delivery can be accessed at the following website: https://www.gbsc-usa.com/suncor.